NVAAF Nova Minerals Ltd (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2024

 

Commission File Number 001-42132

 

NOVA MINERALS LIMITED

(Translation of registrant’s name into English)

 

Suite 5, 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

 

 

 

NOVA MINERALS LIMITED

 

EXPLANATORY NOTE

 

On September 30, 2024, Nova Minerals Limited (the “Company”) filed in Australia its Annual Report for the year ended June 30, 2024 (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 30, 2024, the Company filed in Australia its Sustainability Report (the “Sustainability Report”) with the Australian Securities Exchange, , a copy of which is furnished as Exhibit 99.2 to this report on Form 6-K.

 

On September 30, 2024, the Company filed in Australia its Corporate Governance Statement and Appendix 4G for the year ended June 30, 2024 (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 99.3 to this report on Form 6-K

 

The Annual Report, Sustainability Report and Corporate Governance Statement are furnished herewith as Exhibits 99.1, 99.2, and 99.3 to this report on Form 6-K. The information in the attached Exhibits 99.1, 99.2, and 99.3 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.

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
99.1		Annual Report for the year ended June 30, 2024, as filed with Australian Securities Exchange
99.2		Sustainability Report, as filed with the Australian Securities Exchange
99.3		Corporate Governance Statement and Appendix 4G, as filed with the Australian Securities Exchange

 

 

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: September 30, 2024	By:	/s/ Christopher Gerteisen
	Name:	Christopher Gerteisen
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

 

 

 

 

 

 

Contents

 

Message from the CEO		4
Highlights		5
Review of Operations		6
Directors’ Report		15
Remuneration Report		29
Auditors Independence Declaration		37
Financial Statements		39
Notes to the Financial Statements		47
Director’s Declaration		79
Independent Auditor’s Report		80
ASX Additional Information		84

 

 

Message from the CEO, Christopher Gerteisen

 

Dear Fellow Shareholders,

 

It is with great pleasure that I present to you Nova Minerals Ltd’s 2024 Annual Report, which details the exciting progress we have made both corporately and in our development of the Estelle Gold and Critical Minerals District.

 

We are excited with how the Estelle project is unfolding with optionality available in terms of the initial project size and scale. This allows us development flexibility to align with current market conditions, whereby future growth can be achieved through cash flow and/or strategic partnerships to meet our objective of ultimately growing the Estelle Project into a tier 1 producer. In addition, a near-term cash flow opportunity in advancing the stand-alone antimony project is being pursued with ongoing discussion and support of the DoD that will run in parallel to our gold project within the wider Estelle Gold and Critical Elements District.

 

With the RPM deposit having some of the best drill intercepts in the last 10 years globally, coupled with the positive technical parameters we have seen in our test work, we are laser focussed on completing the PFS on the lower capex, high margin, RPM start up production scenario. Upon completion of the PFS we are positioned to begin the permitting process to put RPM into production and achieve cash flow, enabling us to organically develop the larger Estelle Gold Project at the RPM and Korbel deposits. We are also maintaining communications with potential strategic partners that would see project expansion on a much faster timeline.

 

Antimony is currently in the spotlight with global supply shortages and historic high prices. At Estelle we have identified two highly prospective antimony-gold zones at Stibium and Styx with surface samples returning results up to 60.5% Sb. While the potential scale of this discovery continues to be assessed by our technical team, these discoveries represent a significant opportunity for the company, and Nova is in advanced discussions with various agencies within the US Dept. of Defense and has submitted applications for US federal grants to develop these resources with an aim towards fully securing the US domestic supply chain. Given the additional value that antimony production could add to the project, antimony will now also be considered in future project studies. The speed of this work and potential production is subject to DoD grant funding.

 

Subsequent to the end of year after many countless hours of dedication, the company also completed a major milestone with the dual listing on the NASDAQ, under ticker code NVA.

 

As of the date of this report we are well-funded with fantastic near-term gold and antimony development opportunities across the Estelle Project that offer us great optionality and flexibility along the way. We have a clear strategy and focus to move towards production for early cash flow and are confident in the value proposition we are creating via our current strategy. There are many catalysts for share price appreciation over the next year to create a high-grade, high margin project at RPM, and grow organically into the much larger Korbel deposit and wider Estelle district, while continuing to expand the RPM resource with the added gratuity of establishing a standalone antimony project with DoD support. Concurrently, we have only scratched the surface and our ongoing exploration programs continue to advance the over 20 other known prospects containing gold, antimony, silver, copper, and other critical elements across the Estelle Project. I encourage you to review our activities in greater detail as described in this annual report and on our website to truly understand the magnitude, opportunity, and value Estelle presents to the investor.

 

I, together with the rest of the Nova team, thank you for your continued support as we continue to push forward rapidly on our path towards production

 

 

Christopher Gerteisen

CEO and Executive Director

 

 

 

  

Review of Operations

 

Strategic Review

 

During the year Nova conducted a strategic review on its Estelle Gold Project to investigate opportunities to improve the proposed flowsheet (Figure 2) which could potentially increase gold production, whilst reducing the capital and operating costs of the project, and to look at ways to get Estelle into production sooner (Figure 1). The review identified a number of material opportunities which are now being tested as part of the PFS level studies currently underway, and which have been identified as being important to potential partners and funders in early discussions. Items identified include:

 

Development Optionality

 

1.

High-Grade RPM Starter Mine

 

Establishing an initial lower capex smaller scale operation at the high-grade RPM deposit for potential near term cashflow at high margins to self-fund expansion plans; and/or

 

2.

Expanded Project – Korbel + RPM + Regional

 

Scalability – Large project for both gold and critical minerals with a pipeline spanning decades of potential production from over 20 known prospects. Higher capex larger mining operation with increased gold production, cash flow, and mine life, which is of interest to potential future large gold company strategic partners.

 

3.

Stand Alone Antimony-Gold Starter Mine:

 

With China announcing export restrictions on antimony, the Company is now also investigating the possibility to fast track the Stibium gold-antimony prospect development option with potential US Dept. of Defense (DoD) support.

 

 

Figure 1. Estelle staged development options

 

 

Heap Leaching Lower Grade Ore

 

●	Evaluating heap leaching, a well-proven low cost gold recovery method which could potentially recover gold from the 100’s of millions of tons of lower grade material and the reject material from the ore sorters, which in the current flowsheet is waste, to provide a lift to the annual gold production profile. METS Engineering (METS) has commenced test work on bulk samples sent to Perth late last year using a finer crush size, with early stage indications looking positive.
●	Investigating various heap leaching options, including agglomeration, and alternative leach reagents, with results expected in the 2nd half of 2024.

 

Critical Minerals Extraction

 

●	Assessing extraction options of the highly elevated concentrations of Silver, Copper, Antimony and other CM identified across the project which could potentially provide valuable bi-product credits and which the US government is currently trying to sure up a domestic supply.

 

Ore Sorting Options

 

●	Reviewing various selective ore sorting options on material from both RPM and Korbel with Steinart ore sorting to test a combination of different sensors including, XRT density, colour, laser, and induction, to potentially improve the ore sorting results further.
●	Early-stage discussions with potential partners and funders has shown the need to demonstrate the capabilities of ore sorting on a larger scale. A bulk, up to 200 kt, pilot scale ore sort test program is currently being planned in consultation with Rough Stock, METS and Steinert.

 

Alternative Technologies

 

●	Investigating alternative technology options, such as SAG (Semi Autogenous Grinding) mills, coarse flotation using Hydrofloat technology, and gravity recovery using a Reflux Classifier to further improve and optimize the process flowsheet.
●	The review also identified numerous power options that would meet the startup requirements (10-20MW) for the Estelle Project with the ability to scale up in the future.

 

Resource Drilling

 

●	The review also identified that additional drilling was required at RPM this year, with a focus on increasing the resource to the higher measured and indicted categories to prove up a larger ore reserve for the PFS.
●	Maiden drill testing at the Stibium, Train, Trumpet, Muddy Creek and Stoney prospects, to follow up on the high-grade surface samples of gold, antimony and other CM discovered in those areas last year, was also identified as being a necessity to increase gold resources and to support the proposed CM bi-product extraction.

 

Road Access

 

●

While the review recognised the importance of the West Susitna Access Road (WSAR), which is due to break ground in 2025, it also identified that Nova could potentially utilize the road at an early stage and commence mine construction using the initial frontier trail along the proposed WSAR alignment prior to the road being fully completed, along with the winter snow road to transport equipment to site.

 

 

  

Figure 2. Current and proposed conceptual flowsheet, which is being tested as part of the PFS level studies underway

 

Drill Program Results

 

During the 1^st half of the 2024 financial year, Nova undertook a highly targeted ~6,600m diamond drill program at RPM. The primary aim of this program was to increase both the size and confidence of the resource at RPM.

 

At RPM North, the high-grade infill and step-out drilling confirmed the consistency of mineralization and resource extension potential at RPM North to the South, East and at depth, with over 10 broad intersections grading > 5 g/t Au. Highlight results included:

 

●	RPM-056: 152m @ 2.3 g/t Au from 3m, including 98m @ 3.4 g/t Au from 48m and 38m @7.5 g/t Au from 99m
●	RPM-057: 211m @ 3.2 g/t Au from 3m, including 120m @ 5.0 g/t Au from 93m and 79m @ 7.4 g/t Au from 128m
●	RPM-065: 314m @ 1.9 g/t Au from 2m, including 231m 2.4 g/t Au from 39m and 118m 3.9 g/t Au from 152m

 

At RPM Valley, drilling confirmed an additional zone of broad high-grade gold with mineralization remaining wide open and the potential exists for RPM Valley to connect with RPM North. Highlight results included:

 

●	RPM-048: 54m @ 1.2 g/t Au from 244m including 22m @ 1.8 g/t Au from 255m and 16m @ 2.4 g/t Au from 255m
●	RPM-060: 54m @ 2.1 g/t Au from 260m including 42m @ 2.6 g/t Au from 270m and 17m @ 5.3 g/t Au from 273m

 

At RPM South, infill and extensional drilling continued to show large intervals of near surface gold. Importantly, 6 of the 7 holes drilled had average grades above the current MRE grade for RPM South of 0.4 g/t Au and a number of the significantly intercepts were also greater than the 0.73 g/t Au mill feed grade used in the 2023 scoping study. Highlight results included:

 

●	RPM-039: 30m @ 1.2 g/t Au from 30m, 7m @ 2.1 g/t Au from 48m including 1m @ 7.7 g/t Au from 48m

 

 

The drill results from the overall 2023 drilling program at RPM clearly demonstrate that RPM is a large system that continues to grow with the deposit remaining wide open in several directions where the potential remains for continuity linking the mineralized zones and to discover further very high-grade pods similar to RPM North. The planned 2024 resource drilling program will prioritize RPM to increase and prove up resources for inclusion in the upcoming Pre-Feasibility Study (PFS).

 

 

Figure 3. High-light drill results at RPM. Black drill traces show 2023 drilling

 

New Discoveries from an Extensive Surface Exploration Program

 

During the 2023 field season Nova’s Head of Exploration, Mr Hans Hoffman, undertook an extensive surface exploration mapping and sampling program across the entire Estelle Gold Project comprising of over 45 traverses covering 100-line kilometers, 674 soil samples, 446 rock samples and 21 stream sediment samples. The program resulted in a number of significant new discoveries including:

 

●	A record 1,290 g/t Au rock chip sample, along with many other samples returning high-grades for gold, antimony, copper and silver at the Shoeshine and Shadow prospects (Figure 4).
●	The discovery of one of the most continuous high-grade zones of mineralization on the property at the new Discovery and Muddy Creek prospects, with a 1.5km long surface gold anomaly including 18 rock samples grading > 10 g/t Au, with a high of 127.5 g/t Au and 15 multi-gram soil samples > 2/g/t Au, with a high of 6.1 g/t Au (Figure 4).
●	The identification of two new gold-antimony prospect areas, Stibium and Styx with surface samples returning highs of 12.7g/t Au, 2.1% Sb, 1600g/t Ag and 1.5g/t Au, 60.5% Sb.
●	Further numerous high-grade gold, silver, copper and antimony at the Train and Trumpet prospects with a high of 132.5 g/t Au, 1.2% Cu and 0.1% Sb and one sample returning a very high 16.8% Sb (Figure 4).
●	The identification of the thickest gold-bearing veins to date with over a 1km strike length and grades up to 24.2 g/t Au at the new Wombat Prospect.

 

 

 

Figure 4. High-grade rock and soil samples discovered in 2023 in the Train, Trumpet, Shoeshine and Muddy Creek prospects

 

 

Figure 5. The Estelle Gold Project, a 513km² district scale project on State Alaska mining claims with over 20 prospects advancing at varying stages. And not just gold, with future targets including antimony, silver, copper and other critical minerals to expand the exploration pipeline for longer term opportunity.

 

 

New Gold-Antimony Targets Discovered

 

The discovery of high grade stibnite a primary ore source for the critical mineral antimony (Figures 6 and 7), associated with the gold systems at several prospects across the project site, represented a significant development for the Company as antimony is listed as a critical and strategic mineral to US economic and national security interests with no current US domestic supply.

 

 

Figure 6. Antimony uses (Source USGS)

 

 

Figure 5. Antimony supply (Source USGS) – No US domestic supply currently While the potential scale of this discovery continues to be assessed by our technical team, Nova has now appointed a highly reputable national consulting group and assembled a highly influential internal team, to assist the company with accessing any potential US federal grants and funding to further investigate and progress the discovery across the entire supply chain. Given the additional value that antimony could add to the project, via the potential to provide substantial bi-product credits amongst other benefits, antimony will now also be included in any future studies.

 

  

Significant Subsequent Events

 

US NASDAQ Listing

 

On 24 July 2024 Nova announced that it had successfully completed its US listing on the NASDAQ under the symbol NVA, along with an associated US$3.3m (AUD$4.9m) capital raising, before deducting underwriting discounts and offering expenses. The public offering comprised of 475,000 units, with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”) and one warrant, with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$6.92 per unit, Each whole warrant is exercisable for one ADS at an exercise price of US$7.266 per ADS, and will be immediately exercisable upon issuance for a period of five years following the date of issuance. In addition, Nova granted the underwriters an option to purchase up to an additional 47,500 ADSs and/or an additional 47,500 warrants to cover over-allotments, if any until August 29, 2024.

 

2025 Financial Year Next Steps

 

●	RPM resource drilling and results
●	Updated Mineral Resource Estimate (MRE) for 2023 and 2024 drilling results, and higher gold price
●	Lidar survey results across the property to enable detailed infrastructure design, mineral reserve classification, exploration, etc.
●	Material PFS test work results and trade-off studies as they become available
●	Results and potential new discoveries from the ongoing surface exploration mapping and sampling program
●	Metallurgical test work ongoing
●	Environmental test work ongoing
●	West Susitna access road update

 

 

 

 

 

Financial Report

 

Directors’ Report		15
Remuneration Report		29
Auditors Independence Declaration		37
Consolidated Statement of Profit or Loss and Other Comprehensive Income		41
Consolidated Balance Sheet		42
Consolidated Statement of Changes in Equity		43
Consolidated Statement of Cash Flows		45
Notes to the Financial Statements		47
Director’s Declaration		79
Independent Auditor’s Report		80

 

 

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 2024.

 

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

Rodrigo Capel Pasqua

Avi Geller

 

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.

 

Review of Operations

 

Statement of Profit or Loss and Other Comprehensive Income

 

As an exploration company, Nova does not have an ongoing source of revenue. Its revenue stream is normally from interest received on cash at bank. Administration expenses increased from $2,721,273 in 2023 to $3,536,622 in 2024 primarily due to increase legal costs, USA listing fees, and marketing fees. Share-based expense was $780,235 in 2023 compared to $335,669 in 2024. Snow Lake Resources impairment was nil 2023 compared to $8,824,187 in 2024. Share of losses of associate was $6,254,759 in 2023 compared to $839,153 in 2024. As a result the loss for the consolidated entity after providing for income tax amounted to $16,389,292 (2023: $11,571,240).

 

Statement of Financial Position

 

At 30 June 2024, the Company had cash at bank of $3,149,909 (2023: $19,240,707). During the year, trade and other receivables decreased from $495,186 to $328,794, and capitalised exploration expenditure increased from $81,070,075 to $92,117,750 as a result of expenditure incurred on the Estelle Gold project. At 30 June 2024, the Company had total liabilities of $8,862,289 (2023: $8,946,817). As a result, the Company had net assets of $98,383,732 as at 30 June 2024 (2023: $113,389,965).

 

Cashflow

 

During the year, the Company paid $3,666,768 (2023: $3,083,677) for operating activities; paid $13,321,921 (2023: $24,139,677) for investing activities; and received $986,892 (2023: $25,158,615) from financing activities.

 

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 2024:

 

●	The Company announced on 24 July 2024 the NASDAQ IPO and an underwritten public offering of 475,000 units, with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”) and one warrant, with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$6.92 per unit, for gross proceeds of approximately US$3.3m (AUD$4.9m), before deducting underwriting discounts and offering expenses. Each whole warrant is exercisable for one ADS at an exercise price of US$7.266 per ADS and will be immediately exercisable upon issuance for a period of five years following the date of issuance. In addition, Nova has granted the underwriters an option to purchase up to an additional 47,500 ADSs and/or an additional 47,500 warrants to cover over-allotments, if any until August 29, 2024.
●	The Company announced on 24 July 2024 the appointment of Mr. Richard Beazley to the Board of Directors as Independent Non-Executive Chairman. Mr. Louie Simens reverted to Executive Director from his Interim Chairman position at that time.
●	The Company announced on 31 July 2024 the commencement of resource definition drilling at RPM and exploration field programs on its Estelle Gold Project.
●	The Company announced on 21 August 2024 an update on the progress of its 2024 resource definition drilling and exploration field programs.
●	The Company announced on 5 September 2024 an update on its Antimony-Gold prospects at Stibium and Styx where bulk samples of stibnite (antimony) have been collected for metallurgical testing.
●	The Company announced on 20 September 2024 that has filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (“SEC”) relating to a secondary public offering of its American Depositary Shares (“ADSs”), each of which will represent 60 of the Company’s ordinary shares of no par value each (“Ordinary Shares”) in the United States (the “Offering”).
●	The Company announced on 20 September 2024 that it had executed a variation agreement with its largest institutional shareholder and convertible note holder, Nebari Gold Fund 1, LP (“Nebari”), to reduce the month-end cash covenant required under the previously announced loan agreement dated 21 November 2022 from US$2m to A$1m, with the option to extend the convertible facility for a further 12 months to 29 November 2026. In return for Nebari’s support, Nova has agreed to amend the conversion price from A$0.53 to A$0.25, subject to shareholder approval.
●	Further to the announcement on 20 September 2024, the Company announced the ability to accelerate the RPM early start up option to a Pre-Feasibility Study (PFS) for delivery in 2025 by undertaking internal optimization studies aimed to investigate how it can potentially generate as much early cashflow as possible to organically fund our expansion plans across the Estelle project. It also gives the Company the ability to continue our advanced discussions with the US Dept. of Defense (“DoD”) in relation to potentially establishing a starter antimony operation at Stibium in parallel.
●	The Company announced on 24 September 2024 a secondary NASDAQ public offering of 430,000 units, with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”), with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$5.00 per unit, for gross proceeds of approximately US$2.15m (AUD$3.14m), before deducting underwriting discounts and offering expenses. In addition, Nova has granted the underwriters an option to purchase up to an additional 43,000 ADSs to cover over-allotments, if any, for 45 days.

 

No other matters or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the consolidated 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.

 

 

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) and Manitoba (Canada). 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 key risk factors affecting the Company are set out below. The occurrence of any of the risk below could adversely impact the Company’s operating or financial performance.

There are specific risks which relate directly to the Company’s business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

 

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 and Canada. 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 lithium 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.

 

 

(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)

First Nations

 

In relation to the Company’s projects in Canada, there may be areas over which First Nations land claims exist at present or in the future. The impact of any such claim on the Company’s Canadian projects cannot be foreseen with any degree of certainty and no assurance can be given that a broad recognition of First Nations rights in the areas in which the Canadian Projects are located would not have an adverse effect on the Company’s activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with and seek the approval of holders of First Nations interests in order to facilitate exploration and development work on the Company’s mineral properties. It cannot be assured that the Company will be able to establish practical working relationships with the First Nations in the area which would allow it to ultimately develop the Company’s Canadian projects.

 

(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.

 

(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 Prospectus 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 and Canada. 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) 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 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.

 

 

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.

 

  

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 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 and production activities;
	v.	Electrical and/or mechanical failure of operating plant and equipment, industrial 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 geological and geophysical investigations;
	viii.	Risk that exploration, appraisal, development, plant or operating costs prove to 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 parts, plant and equipment; and
	xii.	Prevention and restriction of access by reason of political unrest, outbreak of 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, USA and Canada 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.

 

 

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.

 

(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 to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to air quality emissions and/or climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavor to manage these risks and limit any consequential 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 predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates.

 

3.	General Investment Risks

 

(a)

Economic

 

General economic conditions, introduction of tax reform, new legislation, movements in interest rates, inflation and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

 

(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 ASX 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.

 

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.

 

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.

 

 

 

Information on Directors

 

 

Name:		Richard Beazley (Appointed 24 July 2024)
Title:		Non-Executive Chairman
Age:		60
Experience and expertise:		Mr. Beazley is an internationally experienced mining professional and director with over 35 years of experience in senior corporate, operational and project development roles. He is a qualified Mining Engineer and has worked in a range of projects throughout Australia, Africa, North and South America, in both underground and open cut operations, producing gold, base metals and critical minerals.   Mr Beazley holds a Bachelor of Engineering (Honours) (Mining) from the University of New South Wales. He holds a MBA from APESMA (Association of Professional Engineers, Scientists and Managers, Australia) and Deakin University. He is a Member of the Australian Institute of Company Directors (MAICD) and a Member and Competent 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 Gerstein
Title:		Executive Director & CEO
Age:		51
Experience and expertise:		Mr. Christopher Gerteisen as CEO controls all aspects of the Estelle Gold project while implementing efficiencies and savings to keep cost per discovery ounce well below industry average. Mr. Gerteisen has over 20 years of experience as a professional geologist with an extensive record of managing and advancing complex and challenging resource projects across North America, Australia, and Asia. His work experience spans greenfields from discovery through to production stage and other projects with a focus on commodities including gold and copper. He worked as a geologist on the Carlin Trend in Nevada and on exploration in Alaska with Newmont. He has held senior positions within several projects throughout the goldfields of Western Australia. As a research geologist with Newmont he worked on the Batu Hijau Porhryry Cu-Au deposit in Indonesia. Most recently, through his technical contributions and management skills, Mr. Gerteisen played a significant role in the successful start-up, operations, and exploration which resulted in further mine-life extending discoveries at several prominent projects in the Australasian region, including Oxiana’s Sepon and PanAust’s Phu Bia in Laos.   Mr. Gerteisen holds a Bachelor of Geology from 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 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:		2,050,000
Interests in rights:		800,000

 

  

 

Name:		Louie Simens
Title:		Executive Director
Age:		42
Experience and expertise:		Louie Simens served on our Board since December 2017, from Estelle greenfields to its current 10Moz global resources under JORC code and as 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 have a 29.6% 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:		2,214,286
Interests in rights:		800,000

 

 

Name:		Craig Bentley
Title:		Director of Finance and Compliance
Age:		55
Experience and expertise:		Mr Craig Bentley holds a Bachelor of Commerce and Administration degree, majoring in accountancy and commercial law. Mr Bentley held positions at Ernst and Young and worked internationally, 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. In addition, he has over 30 years commercial and finance experience working in senior roles in multinational private enterprises. As part of his role with Nova, Mr Bentley will also be tasked with compliance and risk management, as well as assisting with the company’s strategy during Nova’s forecasted rapid growth period.
Other current directorships:		None
Former directorships (last 3 yr):		None
Interests in shares:		3,616,669
Interests in options:		821,429
Interests in rights:		-

 

 

 

Name:		Rodrigo Capel Pasqua
Title:		Non-Executive Director
Age:		35
Experience and expertise:		Mr Rodrigo Capel Pasqua is a Member of the AusIMM, holds a BEng in Mining Engineering from the University of São Paulo, a Western Australia First Class Mine Managers Certificate and specialisations in Corporate Leadership (University of Oxford), Corporate Strategy (London University) and Finance (University of Illinois and Harvard University).   Technically, Mr Capel Pasqua skills encompass most aspects of underground and open pit engineering, going from mining studies, financial valuations and project execution to systems and new technology implementation, operations management, and technical teams’ supervision.   He has vast experience in unlocking the value of mining projects across the world, including specific expertise in large tonnage bulk mining operations and at his tenure at Evolution Mining Limited, as Group Head of Mining and Transformation, amongst many other projects and sites Mr Capel Pasqua was involved with the Cowal Open Pit project and was also instrumental in the Red Lake mine turnaround   At Nova Mr Capel Pasqua will provide technical and corporate advice as the Company progresses the development of its flagship Estelle Gold Project in Alaska
Other current directorships:		None
Former directorships (last 3 yr):		None
Special responsibilities:		Audit and Risk Committee and Remuneration and Nomination Committee
Interests in shares:		28,500
Interests in options:		264,250
Interests in rights:		-

 

 

Name:		Avi Geller
Title:		Non-Executive Director
Age:		36
Experience and expertise:		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:		550,000
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.

 

Company Secretary

 

Name:		Ian Pamensky
Title:		Company Secretary
Age:		56
Experience and expertise:		Mr. Ian Pamensky has been our Secretary since September 18, 2019. Mr. Pamensky is a Chartered Accountant, Fellow of Governance Institute of Australia and fellow of FinSIA. He has over 30 years of experience working across a wide range of industries, from audit and funds management to mining and AgTech. Mr. Pamensky has 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 2024, 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			6				6				-				-				-				-
R Pasqua			6				6				-				-				-				-
A Geller			5				6				-				-				-				-
L Simens			6				6				-				-				-				-
C Gerteisen			6				6				-				-				-				-

 

‘Held’ represents the number of meetings held during the time the director held office.

* Committees were formed on 24 July 2024.

 

 

 

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

 

At 30 June 2024, the consolidated entity did not have a formal Nomination and Remuneration Committee, having regard to the size of the consolidated entity and its operations. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal remuneration committee, such a committee will operate under a remuneration committee charter to be approved by the Board. Until 30 June 2024, the Board as a whole, excluding any relevant affected director, serves as a nomination committee to the Company. On 24 July 2024, the Board approved the formation of a formal 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 Directors Remuneration

 

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

 

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.

 

Voting and comments made at the company’s 2023 Annual General Meeting (‘AGM’)

 

At the 29 November 2023 AGM, 96.83% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2023. 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 Benefits												Post- Employ- ment				Long- Term Benefits				Share- Based 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			84,900				-				-				-				-				24,962				109,862
A Geller			60,000				-				-				-				-				49,925				109,925
Executive Directors:
L Simens			276,000				-				-				-				-				45,323				321,323
C Gerteisen			384,369				-				-				-				-				45,323				429,692
C Bentley			120,000				-				-				-				-				74,887				194,887
			925,269				-				-				-				-				240,420				1,165,689

 

 

		Short-Term Benefits												Post- Employ- ment				Long- Term Benefits				Share- Based Payments
		Cash Salary				Cash				Non-				Super-				Long Service				Equity-
		and Fees				Bonus				monetary				annuation				Leave				Settled				Total
30 June 2023		$				$				$				$				$				$				$
Non-Executive Directors:
R Capel Pasqua			59,545				-				-				-				-				16,195				75,740
A Geller			60,000				-				-				-				-				28,918				88,918
A Ladd-Kruger			50,684				-				-				-				-				-				50,684
Executive Directors:
L Simens			268,000				-				-				-				-				215,698				483,698
C Gerteisen			374,208				-				-				-				-				215,698				589,906
C Bentley			112,000				-				-				-				-				44,650				156,650
			924,437				-				-				-				-				521,159				1,445,596

 

The proportion of remuneration linked to performance and the fixed proportion are as follows:

 

		Percentage Fixed Remuneration								Percentage Share-Based Payments
Name		30 June 2024				30 June 2023				30 June 2024				30 June 2023
Non-Executive Directors:
R Capel Pasqua			77	%			78	%			23	%			22	%
A Geller			55	%			67	%			45	%			33	%
A Ladd-Kruger			-				100	%			-				-
Executive Directors
L Simens			86	%			55	%			14	%			45	%
C Gerteisen			89	%			63	%			11	%			37	%
C Bentley			62	%			71	%			38	%			29	%

 

 

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.

 

 

Name:		Rodrigo Capel Pasqua
Title:		Non-Executive Director
Agreement commenced:		1 May 2022
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)
Term of agreement:		On 9 September 2022 the Company entered into an updated agreement to pay Mr Bentley $120,000 (inclusive of superannuation contributions, if applicable, effective 1 September 2022. Termination by Company: The Company must either give Mr Bentley twelve 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 period; or otherwise may terminate Mr Bentley’s employment with immediate effect by paying him the equivalent of his salary over a twelve month period. Termination by Mr Bentley Mr Bentley 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:		Avi Gellar
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 Gellar on 23 July 2020. The Company has agreed to pay Mr Gellar 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 agreement to pay Mr Gerteisen USD$252,000 pa (inclusive of superannuation contributions, if applicable), effective 1 July 2022. Termination by Company: The Company must either give Mr Gerteisen twelve 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 period; or otherwise may terminate Mr Gerteisen’s employment with immediate effect by paying him the equivalent of his salary over a twelve month period. Termination by Mr Gerteisen: Mr Gerteisen 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:		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 Termination by Company 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. Termination by Mr Simens 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.

 

 

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 2024.

 

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 2024.

 

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 2024.

 

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 2024.

 

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 2024.

 

Additional Information

 

The earnings of the consolidated entity for the five years to 30 June 2024 are summarised below:

 

		2024				2023				2022				2021				2020
		$				$				$				$				$
Revenue			270,626				12,027				20,000				2,145				104,662
Net assets			97,946,745				113,389,965				104,329,326				52,580,191				18,036,550
Net profit/(loss)			(16,954,105	)			(9,629,678	)			38,097,293				(3,343,467	)			(4,276,995	)

 

The factors that are considered to affect total shareholders return are summarised below:

 

		2024				2023				2022				2021				2020
Basic earnings per share (cents per share)			(7.70	)			(5.77	)			19.61				(0.20	)			(0.43	)
Diluted earnings per share (cents per share)			(7.70	)			(5.77	)			19.61				(0.20	)			(0.43	)

 

 

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			3,000,002				-				616,667				-				3,616,669
R Pasqua			28,500				-				-				-				28,500
A Geller			2,290,177				-				-				-				2,290,177
L Simens			8,199,866				-				833,333				-				9,033,199
C Gerteisen			930,281				-				903,333				-				1,833,614
			14,448,826				-				2,353,333				-				16,802,159

 

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			1,094,358				-				-				(272,929	)			821,429
R Pasqua			265,200				-				-				(950	)			264,250
A Geller			626,340				-				-				(76,340	)			550,000
L Simens			2,487,616				-				-				(273,330	)			2,214,286
C Gerteisen			2,579,178				-				-				(529,178	)			2,050,000
			7,052,692				-				-				(1,152,727	)			5,899,965

 

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.

 

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 Corporations Act 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 principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making 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

 

30 September 2024

 

 

 

 

AUDITOR’S INDEPENDENCE DECLARATION

 

As lead auditor for the audit of the financial report of Nova Minerals Limited for the year ended 30 June 2024, 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: 30 September 2024

Melbourne, Victoria

 

  

 

  

 

Financial Statements

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income		41
Consolidated Statement of Financial Position		42
Consolidated Statement of Changes in Equity		43
Consolidated Statement of Cash Flows		45
Notes to the Financial Statements		47
Director’s Declaration		79
Independent Auditor’s Report		80
Shareholder Information		84

 

 

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 30 September 2024. The directors have the power to amend and reissue the financial statements.

 

 

 

Consolidated Statement of Profit or Loss

and Other Comprehensive Income

For the Year Ended 30 June 2024

 

				Consolidated
		Note		30 June 2024				30 June 2023
				$				$
Revenue
Interest income					270,626				12,027
Other income, gains, and losses
Foreign exchange movement on financial liability					(226,908	)			(24,883	)
Gain from sale of property plant and equipment					-				16,137
Management fee					-				47,423
Fair value loss on investments		9			(833,951	)			(2,577,419	)
Gain from sale of investment		9			51,464				-
Gain on derivative liabilities		13			624,654				1,870,042
Impairment of Investment in Snow Lake Resources		8			(8,824,187	)			-
Foreign exchange (loss)/gain					(201,545	)			868,392
Share of losses of associate accounted for using equity method		8			(839,153	)			(6,254,759	)
Total revenue					(9,979,000	)			(6,043,040	)
Expenses
Administration expenses		4			(3,536,622	)			(2,721,273	)
Contractors & consultants		4			(1,264,728	)			(739,380	)
Share based payments		28			(335,669	)			(780,235	)
Amortisation of financial liability					(577,961	)			(928,281	)
Finance costs		4			(695,312	)			(359,031	)
Total expenses					(6,410,292	)			(5,528,200	)
Loss Before Income Tax Expense					(16,389,292	)			(11,571,240	)
Income tax expense		5			-				-
Loss After Income Tax Expense for the Year					(16,389,292	)			(11,571,240	)
Other Comprehensive Income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation					61,491				1,941,562
Other comprehensive income for the year, net of tax					61,491				1,941,562
Total Comprehensive Loss for the Year					(16,327,801	)			(9,629,678	)
Loss for the year is attributable to:
Non-controlling interest					(106,181	)			(87,149	)
Owners of Nova Minerals Limited					(16,283,111	)			(11,484,091	)
					(16,389,292	)			(11,571,240	)
Total comprehensive income/(loss) for the year is attributable to:
Non-controlling interest					(98,299	)			205,159
Owners of Nova Minerals Limited					(16,229,502	)			(9,834,837	)
					(16,327,801	)			(9,629,678	)

 

				Cents				Cents
Basic earnings/(loss) per share		27			(7.70	)			(5.77	)
Diluted earnings/(loss) per share		27			(7.70	)			(5.77	)

 

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes

 

 

Consolidated Statement of Financial Position

For the Year Ended 30 June 2024

 

				Consolidated
		Note		30 June 2024				30 June 2023
				$				$
Assets
Current Assets
Cash and cash equivalents		6			3,149,909				19,240,707
Trade and other receivables		7			328,794				495,186
Total current assets					3,478,703				19,735,893
Non-Current Assets
Investment in associate		8			7,104,167				16,767,507
Other financial assets at fair value through profit or loss		9			1,929,321				1,738,137
Property, plant and equipment		10			2,616,080				3,025,170
Exploration and evaluation		11			92,117,750				81,070,075
Total non-current assets					103,767,318				102,600,889
Total Assets					107,246,021				122,336,782
Liabilities
Current Liabilities
Trade and other payables		12			1,804,042				2,414,485
Convertible notes		13			1,405,990				1,179,788
Total current liabilities					3,210,032				3,594,273
Non-Current Assets
Convertible notes		13			5,652,257				5,352,544
Total non-current liabilities					5,652,257				5,352,544
Total Liabilities					8,862,289				8,946,817
Net Assets					98,383,732				113,389,965
Equity
Issued capital		14			143,972,570				142,986,671
Foreign currency reserves					3,928,914				3,875,305
Share based-payment reserves		15			9,061,897				8,726,228
Accumulated losses					(66,268,134	)			(49,985,023	)
Equity attributable to the owners of Nova Minerals Limited					90,695,247				105,603,181
Non-controlling interest		16			7,688,485				7,786,784
Total Equity					98,383,732				113,389,965

 

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

 

 

Consolidated Statement of Changes in Equity

For the Year Ended 30 June 2024

 

		Issued				Share Based Payments				Foreign Currency				Accumulated				Non- Controll- ing				Total
		Capital				Reserves				Reserves				Losses				Interest				Equity
Consolidated		$				$				$				$				$				$
Balance at 1 July 2022			125,713,259				7,309,323				2,226,051				(38,500,932	)			7,581,625				104,329,326
Loss after income tax expense for the year			-				-				-				(11,484,091	)			(87,149	)			(11,571,240	)
Other comprehensive income for the year, net of tax			-				-				1,649,254				-				292,308				1,941,562
Total comprehensive income/(loss) for the year			-				-				1,649,254				(11,484,091	)			205,159				(9,629,678	)
Transactions with owners in their capacity as owners:
Issue of shares for cash (Note 14)			19,059,988				-				-				-				-				19,059,988
Options converted (Note 14)			40,130																				40,130
Share issue costs (Note 14)			(1,826,706	)			-				-				-				-				(1,826,706	)
Share options expense for period (Note 28)			-				1,116,829				-				-				-				1,116,829
Performance rights granted (Note 28)			-				300,076				-				-				-				300,076
Balance at 30 June 2023			142,986,671				8,726,228				3,875,305				(49,985,023	)			7,786,784				113,389,965

 

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

 

 

 

Consolidated Statement of Changes in Equity (Continued)

For the Year Ended 30 June 2024

 

		Issued				Share Based Payments				Foreign Currency				Accumulated				Non- Controll- ing				Total
		Capital				Reserves				Reserves				Losses				Interest				Equity
Consolidated		$				$				$				$				$				$
Balance at 1 July 2023			142,986,671				8,726,228				3,875,305				(49,985,023	)			7,786,784				113,389,965
Loss after income tax expense for the year			-				-				-				(16,283,111	)			(106,181	)			(16,389,292	)
Other comprehensive income/(loss) for the year, net of tax			-				-				53,609				-				7,882				61,491
Total comprehensive income/(loss) for the year			-				-				53,609				(16,283,111	)			(98,299	)			(16,327,801	)
Transactions with owners in their capacity as owners:
Issue of shares for cash (Note 14)			1,000,005				-				-				-				-				1,000,005
Options converted (Note 14)			176				-				-				-				-				176
Share issue costs (Note 14)			(14,282	)			-				-				-				-				(14,282	)
Share options expense for period (Note 28)			-				798,798				-				-				-				798,798
Performance rights (Note 28)			-				(463,129	)			-				-				-				(463,129	)
Balance at 30 June 2024			143,972,570				9,061,897				3,928,914				(66,268,134	)			7,688,485				98,383,732

 

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

 

 

Consolidated Statement of Cash Flows

For the Year Ended 30 June 2024

 

				Consolidated
		Note		30 June 2024				30 June 2023
				$				$
Cash Flows from Operating Activities
Payments to suppliers and employees (inclusive of GST)					(3,210,966	)			(3,095,422	)
Interest received					262,818				13,530
Interest and other finance costs paid					(718,620	)			(1,785	)
Net cash used in operating activities		26			(3,666,768	)			(3,083,677	)
Cash Flows from Investing Activities
Payments for property, plant and equipment					(255,553	)			(213,299	)
Payments for exploration and evaluation					(12,398,898	)			(23,647,509	)
Loans to Snow Lake Resources					144,804				100,000
Loans to other entity					(996,546	)			-
Loans to related party					-				103,813
Payments to acquire investments					(125,000	)			(271,182	)
Convertible note Asra Minerals					257,808				(250,000	)
Proceeds from disposal of property, plant and equipment					-				38,500
Proceeds from disposal of investments					51,464				-
Net cash used in investing activities					(13,321,921	)			(24,139,677	)
Cash Flows from Financing Activities
Proceeds from issue of shares		14			996,966				19,059,988
Proceeds from Issue of derivative financial liability					-				7,449,210
Proceeds from exercise of options					176				39,871
Share issue transaction costs					(10,250	)			(1,390,454	)
Net cash from financing activities					986,892				25,158,615
Net decrease in cash and cash equivalents					(16,001,797	)			(2,064,739	)
Cash and cash equivalents at the beginning of the financial year					19,240,707				21,278,936
Effects of exchange rate changes on cash and cash equivalents					(89,001	)			26,510
Cash and Cash Equivalents at the End of the Financial Year		6			3,149,909				19,240,707

 

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

 

 

 

 

Notes to the Financial Statements

 

Note 1:	Material Accounting Policy Information	48
Note 2:	Critical Accounting Judgements, Estimates and Assumptions	57
Note 3:	Operating Segments	58
Note 4:	Expenses	58
Note 5:	Income Tax Expense	59
Note 6:	Cash and Cash Equivalents	59
Note 7:	Other Current Assets	60
Note 8:	Investment in Associate	60
Note 9:	Other Financial Assets at Fair Value Through Profit or Loss	61
Note 10:	Property, Plant and Equipment	61
Note 11:	Exploration and Evaluation	62
Note 12:	Trade and Other Payables	62
Note 13:	Convertible Notes	63
Note 14:	Issued Capital	64
Note 15:	Share Based-Payment Reserves	65
Note 16:	Non-Controlling Interest	65
Note 17:	Financial Instruments	66
Note 18:	Fair Value Measurements	69
Note 19:	Key Management Personnel Disclosures	70
Note 20:	Remuneration of Auditors	70
Note 21:	Capital Commitments – Property, Plant and Equipment	70
Note 22:	Contingent Liabilities	71
Note 23:	Related Party Transactions	71
Note 24:	Parent Entity Information	71
Note 25:	Interests in Subsidiaries	72
Note 26:	Reconciliation of Loss After Income Tax to Net Cash  Used in Operating Activities	74
Note 27:	Earnings/(Loss) Per Share	74
Note 28:	Share-Based Payments	74
Note 29:	Events After the Reporting Period	77
Note 30:	Consolidated Entity Disclosure Statement	79

 

 

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2024

 

 

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.

 

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 accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

 

For the financial year ended 30 June 2024, the Company incurred a net loss after tax of $16,389,292 and utilized cash in operating and investing activities of $3,666,768 and $13,321,921 respectively. 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.

 

These factors indicate a material uncertainty which may cast significant doubt as to whether the Company will continue as a going concern and therefore whether it will realize its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

 

The directors have reviewed the Company’s overall position and outlook in respect of the matters identified above and are of the opinion that the use of the going concern basis is appropriate in the circumstances for the following reasons:

 

●	The Company has cash resources of $3,149,909 as at 30 June 2024;
●	The Company announced on 24 July 2024 the NASDAQ IPO for gross proceeds of approximately US$3.3m (AUD$4.9m), before deducting underwriting discounts and offering expenses.

 

 

●	The Company announced on 24 September 2024 a secondary raising on the NASDAQ for gross proceeds of approximately US$2.15m (AUD$3.14m), before deducting underwriting discounts and offering expenses.
●	The Company has the ability to scale back its exploration activities should funding not be available to continue exploration at its current levels; and
●	The Company has listed investments that can be realized as needed to support the company’s cash flows

 

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the company and Group does not continue as a going concern.

 

Accordingly, the Company has concluded that substantial doubt of its ability to continue as a going concern has been alleviated

 

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 2024 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.

 

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 income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
●	When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be 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.

 

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.

 

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.

 

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 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.

 

Exploration and 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.

 

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.

 

Retirement Benefit Obligations

 

All employees of the consolidated entity are entitled to benefits from the consolidated entity’s superannuation plan on retirement, disability or death. The consolidated entity has a defined benefit section and a defined contribution section within its plan. The defined benefit section provides defined lump sum benefits based on years of service and final average salary. The defined contribution section receives fixed contributions from entities in the consolidated entity and the consolidated entity’s legal or constructive obligation is limited to these contributions.

 

A liability or asset in respect of defined benefit superannuation plans is recognised in the statement of financial position, and is measured at the present value of the defined benefit obligation at the reporting date less the fair value of the superannuation fund’s assets at that date and any unrecognised past service cost. The present value of the defined benefit obligation is based on expected future payments which arise from membership of the fund to the reporting date, calculated annually by independent actuaries 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.

 

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised, in the period in which they occur, in other comprehensive income.

 

Past service costs are recognised immediately in profit or loss, unless the changes to the superannuation fund are conditional on the employees remaining in service for a specified period of time (‘the vesting period’). In this case, the past service costs are amortised on a straight-line basis over the vesting period.

 

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 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 period.
●	from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

  

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.

 

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 2024. 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.

 

Allowance for Expected Credit Losses

 

The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.

 

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.

 

Recovery of deferred tax assets

 

Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

 

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.

 

 

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 2024				30 June 2023				30 June 2024				30 June 2023
		$				$				$				$
Australia			270,381				7,397				511,073				1,470,024
Canada			-				-				7,104,167				16,767,507
United States			245				4,630				96,152,078				84,363,356
			270,626				12,027				103,767,318				102,600,889

 

Note 4. Expenses

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Loss before income tax includes the following specific expenses:
Depreciation			592,385				456,904
Superannuation			894				1,151
Corporate and Consultants			1,264,728				739,380
Finance Charges			695,312				359,031
			2,553,319				1,556,466

 

 

Note 5. Income Tax Expense

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense			(16,389,292	)			(11,571,240	)
Tax at the statutory tax rate of 25%			(4,097,323	)			(2,892,810	)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Impairment of Investment in Snow Lake Resources			2,206,047				-
Share-based payments			83,917				195,059
Share of profits(losses) - associates			215,558				1,563,690
			(1,591,801	)			(1,134,061	)
Current year temporary differences not recognised			1,591,801				1,134,061
Income tax expense			-				-

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised			50,533,261				37,940,614
Potential tax benefit @ 25%/21%			12,471,642				9,359,226

.

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.

 

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 2024				30 June 2023
		$				$
Current Assets
Cash at bank			3,149,909				19,240,707

 

 

Note 7. Other Current Assets

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Current Assets
Other receivable			104,868				264,705
Rent bond			-				5,830
Prepayments			288,987				217,351
GST (payable)/receivable			(65,061	)			7,300
			328,794				495,186

 

The Company’s exposure to credit risk related to other receivables are disclosed in note 17.

 

Note 8. Investment in Associate

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Non-Current Assets
Investment in Snow Lake Resources			7,104,167				16,767,507
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			16,767,507				23,022,266
Share of Snow Lake Resources loss for period			(839,153	)			(6,254,759	)
Impairment of investment in Snow Lake Resources			(8,824,187	)			-
Closing carrying amount			7,104,167				16,767,507

 

As of 30 June 2024, Nova Minerals owns 29.6% of Snow Lake Resources due to dilution and has applied the equity method of investment accounting for its interest in Snow Lake Resources (Address of principal executive office: Winnipeg, Manitoba , Canada)

 

As a result of the shareholding dilution, as well as the company having limited oversight in management of Snow Lake Resources, the directors of Nova Minerals determined the company had lost control of its subsidiary as at 23 November 2021.

 

In line with AASB 10 (IFRS 10) Consolidated Financial Statements Nova Minerals therefore derecognized the assets and liabilities of the Snow Lake Resources group in its consolidated statement of financial position as at 23 November 2021, generating a gain on deconsolidation recognized in the consolidated profit and loss statement of the group in the period.

 

As a result of a significant and prolonged decline in the operations of Snow Lake Resources, management have decided to recognize an impairment as at 30 June 2024 of $8,824,187.

 

As at the 30 June 2024 Nova Mineral’s 6,600,000 shares in Snow Lake Resources, which is listed on the NASDAQ, had a market price of USD$0.713 per share, giving a fair value as of that date of USD$4,705,800, AUD$7,104,167, (30 June 2023, 6,600,000 shares with a market value of USD$2.27 per share giving a fair value of USD$22,597,351, AUD$34,081,977).

 

 

Note 9. Other Financial Assets at Fair Value Through Profit or Loss

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Non-Current Assets
Investments in Asra Minerals Limited at fair value			511,073				1,220,024
Investment in Alaska Asia Clean Energy Corp at fair value			205,887				205,887
Loans granted to related parties note 23			62,226				62,226
Loan to Alaska Asia Clean Energy Corp *			1,150,135				-
Convertible note in ASRA Minerals Limited			-				250,000
			1,929,321				1,738,137

 

*This loan is recorded at amortised cost not fair value

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
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			1,425,911				3,797,443
Addition
Alaska Asia Clean Energy Corp			-				205,887
AX8 Shares			51,464				-
Asra Minerals Shares			125,000				-
Gain on Disposal
AX8 Shares			(51,464	)			-
Movement in Fair Value
Asra Minerals Shares			(787,443	)			(2,112,330	)
Asra Minerals ASROB options			(46,508	)			(465,089	)
Closing fair value			716,960				1,425,911

 

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 6.28% ownership.

 

Note 10. Property, Plant and Equipment

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Non-Current Assets
Plant and equipment - at cost			4,385,521				4,206,168
Less: Accumulated depreciation			(1,769,441	)			(1,180,998	)
			2,616,080				3,025,170

 

 

Note 10. Property, Plant and Equipment (Continued)

 

Reconciliations

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Opening balance			3,025,170				3,118,808
Additions			176,113				283,655
Foreign exchange movement			7,182				98,474
Depreciation expense			(592,385	)			(456,904	)
Disposals			-				(18,863	)
Carrying amount at end of period			2,616,080				3,025,170

 

All property plant and equipment stated under the historical cost convention

 

Note 11. Exploration and Evaluation

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Non-Current Assets
Exploration and evaluation expenditure – At cost			92,117,750				81,070,075

 

Reconciliations

 

Reconciliations of the written down values at the beginning and end of the current financial year are set out below:

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Opening balance			81,080,075				56,702,626
Additions			10,974,363				22,157,270
Revaluation due to foreign exchange			63,312				2,210,179
Carrying amount at end of year			92,117,750				81,070,075

 

Note 12. Trade and Other Payables

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Current Liabilities
Trade and Other Payables			1,804,042				2,414,485

 

 

Note 13. Convertible Notes

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Current Liabilities
Financial derivative liability			384,500				250,921
Financial liability			1,021,490				928,867
			1,405,990				1,179,788
Non-Current liabilities
Financial liability			5,652,257				5,352,544
			7,058,247				6,532,332

 

Reconciliations

 

Reconciliation of convertible note since inception to 30 June 2024 is set out below:

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
The initial recognition of the financial liability and derivative was:
Financial derivative liability			250,921				2,120,963
Financial liability			6,281,411				5,328,247
			6,532,332				7,449,210
Movement to 30 June 2024
Gain on financial derivative			(624,654	)			(1,870,042	)
Amortization of financial liability			577,961				928,281
Financial liability movement			428,333				-
Foreign exchange movement			226,908				24,883
Option fee			(82,633	)			-
			525,915				(916,878	)
			7,058,247				6,532,332

 

The financial liability and corresponding derivative represent the fair value of the loan facility Nova entered into on 27 October 2022 up to USD$7 million with an interest payable of 6.05% adjusted by the delta over a 3% SOFR floor. This was subsequently drawn down on 21 November 2022 and has a maturity of 24 months from draw down. Subsequently on the 3 June 2024 Nova exercised its right to extend the maturity date of the loan by a period of 12 months to 29 November 2025.

The facility has a conversion option which gives the lender the right to convert the principal plus any accrued interest into a variable number of shares. If Nova’s share price is greater than 150% of the conversion price, then Nova at its option may elect to force Nebari to convert the conversion amount, at the conversion price. Given the lender has the right to a variable number of shares and in accordance with AASB 9 (IFRS 9) this constitutes a compound financial instrument which requires both a financial liability and derivative to be recognised.

The derivative is recognised first at fair value and subsequently remeasured at each reporting period with the corresponding gain or loss recognised through the profit and loss. The remaining value is recognised as a financial liability and amortised over the life of the loan based on a 25.32% effective interest rate in accordance with AASB 9 (IFRS 9).

 

 

Note 13. Convertible Notes (Continued)

 

Due to the extension of the term on the loan facility by 12 months, to November 2025, this was determined to be a substantial modification, in accordance with AASB 9 (IFRS 9), resulting in the previous financial instruments associated needing to be extinguished and a new financial instrument being recognised at fair value.

Nova may repay up to 50% of the outstanding principal in discounted shares (10% discount to the 15 day VWAP proceeding the prepayment date). In the event of a voluntary prepayment, Nova will also issue Nebari options to subscribe for Nova shares, with a 2 year expiry period from the date of the options issuance, at a strike price equal to a 40% premium to the VWAP of the Company’s shares for the 15 days preceding the earlier of the documentation completion date and the date at which the financing facility is announced to the public, converted at the AUD:USD exchange rate on the day preceding the conversion date (“Strike Price”) and in the amount of 80% of the Prepayment Amount divided by the Strike Price.

 

Note 14. Issued Capital

 

		Consolidated
		30 June 2024				30 June 2024				30 June 2023				30 June 2023
		Shares				$				Shares				$
Issued capital			215,056,881				150,346,596				210,889,961				149,346,415
Share issue costs			-				(6,374,026	)			-				(6,359,744	)
			215,056,881				143,972,570				210,889,961				142,986,671

 

		June 2024				June 2024				June 2023				June 2023
Ordinary share - Issued and fully paid		No				$				No				$
At the beginning of the period			210,889,961				142,986,671				180,202,285				125,713,259
- Contributions of equity			4,166,669				1,000,005				27,228,501				19,059,988
- Shares issued on conversion of options			251				176				100,185				40,130
- Shares issued on conversion of conversion of cashless options			-				-				3,358,990				-
- Share issue costs – share based payments			-				-				-				(636,670	)
- Share issue costs - cash payments			-				(14,282	)			-				(1,190,036	)
Closing balance			215,056,881				143,972,570				210,889,961				142,986,671

 

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.

 

 

Note 15. Share Based-Payment Reserves

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Share-based payments reserve			9,061,897				8,726,228

 

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.

 

Movements in reserves

 

Movements in each class of reserve during the financial years are set out below:

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Opening balance			8,726,228				7,309,323
Options expense in period (note 28)			798,798				1,116,829
Performance rights granted (note 28)			(463,129	)			300,076
Closing balance			9,061,897				8,726,228

 

Note 16. Non-Controlling Interest

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Issued capital			7,357,911				7,357,911
Reserves			693,023				685,141
Accumulated losses			(362,449	)			(256,268	)
			7,688,485				7,786,784

 

As of the 30 June 2024 the non-controlling interest is 15% equity holding in AKCM Pty Ltd (2023: 15%).

 

 

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.

 

Market Risk

 

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.

 

Interest Rate 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 2024				30 June 2023
			$				$
Variable Rate Instruments
Cash and cash equivalents			3,149,909				19,240,707

 

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 2023. 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 2024
Variable rate instruments
Cash and cash equivalents			3,149,909				31,499				(31,499	)
30 June 2023
Variable rate instruments
Cash and cash equivalents			19,240,707				192,407				(192,407	)

 

 

Foreign Currency 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 2024

30 June 2023

30 June 2024

30 June 2023

Australian dollars

US Dollars

0.6556

0.6734

0.6624

0.6630

 

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 2024				30 June 2023
			$				$
Cash and cash equivalents			3,149,909				19,240,707
BAS Receivables			(65,061	)			7,300
			3,084,848				19,248,007

 

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 2024		%				$				$				$				$				$
Non-derivatives
Non-interest bearing
Trade payables			-				1,804,042				-				-				-				1,804,042
Interest-bearing
Financial liability			11.39	%			-				678,395				5,995,352				-				6,673,747
Total non-derivatives							1,804,042				678,395				5,995,352				-				8,477,789
Derivatives
Financial derivative liability			-				-				384,500				-				-				384,500
Total non-derivatives							-				384,500				-				-				384,500

 

		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 2023		%				$				$				$				$				$
Non-derivatives
Non-interest bearing
Trade payables			-				2,414,485				-				-				-				2,414,485
Interest-bearing
Financial liability			10.86	%			-				690,568				5,590,843				-				6,281,411
Total non-derivatives							2,414,485				690,568				5,590,843				-				8,695,896
Derivatives
Financial derivative liability			-				-				250,921				-				-				-
Total non-derivatives							-				250,921				-				-				-

 

Fair Value

 

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.

 

Capital Management

 

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

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

 

		Level 1				Level 2				Level 3				Total
Consolidated - 30 June 2024		$				$				$				$
Assets
Investments at fair value			511,073				205,887				-				716,960
Total assets			511,073				205,887				-				716,960
Liabilities
Financial derivative liability			384,500				-				-				384,500
Total liabilities			384,500				-				-				384,500

 

		Level 1				Level 2				Level 3				Total
Consolidated - 30 June 2023		$				$				$				$
Assets
Investments at fair value			1,220,024				205,887				-				1,425,911
Convertible note in Asra Minerals			-				250,000				-				250,000
Total assets			1,220,024				455,887				-				1,675,911
Liabilities
Financial derivative liability			250,921				-				-				250,921
Total liabilities			250,921				-				-				250,921

 

Valuation Techniques

 

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 2024				30 June 2023
			$				$
Short-term employee benefits			925,269				924,437
Share-based payments			240,420				521,159
			1,165,689				1,445,596

 

Note 20. 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 2024				30 June 2023
			$				$
Audit Services - RSM Australia Partners
Audit or review of the financial statements			80,000				81,000
Other Services - RSM Australia Partners
Preparation of the tax return			29,550				38,849
Other Services - RSM USA
Preparation of the tax return			2,950				52,730
			112,500				172,579

 

			Consolidated
			30 June 2024				30 June 2023
			$				$
Audit Services – Grassi & Co
Audit and review of the financial statements			261,222				138,712

 

RSM Australia Partners is responsible for reporting on the ASX and Grassi & Co., CPAs, P.C. is responsible for 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 2024 and 30 June 2023.

 

 

Note 22. Contingent Liabilities

 

There are no contingent liabilities that the consolidated entity has become aware of at 30 June 2024 and 30 June 2023.

 

Note 23. Related Party Transactions

 

Parent entity

 

Nova Minerals Limited is the parent entity.

 

Subsidiaries

 

Interests in subsidiaries are set out in Note 25.

 

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 2024				30 June 2023
			$				$
Current Receivables:
Snow Lake Resources other receivable			100,000				250,207
Non-Current Receivables:
Loan to Rotor X			62,226				62,226

 

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 2024				30 June 2023
			$				$
Loss after income tax			(15,166,025	)			(10,534,690	)
Total comprehensive loss			(15,166,025	)			(10,534,690	)

 

 

Statement of financial position

 

		Parent
		30 June 2024				30 June 2023
		$				$
Total current assets			3,170,822				17,352,971
Total assets			105,439,276				118,145,995
Total current liabilities			2,637,947				1,799,920
Total liabilities			8,290,204				7,152,464
Equity
Issued capital			143,972,569				142,986,671
Share-based payments reserve			9,061,897				8,726,228
Accumulated losses			(55,885,394	)			(40,719,368	)
Total equity			97,149,072				110,993,531

 

Contingent liabilities

 

The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.

 

Capital commitments - Property, plant and equipment

 

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30 June 2023.

 

Significant accounting 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 2024				30 June 2023				30 June 2024				30 June 2023
						%				%				%				%
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.

 

 

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 2024				30 June 2023
		$				$
Summarised statement of financial position
Current assets			111,502				1,827,323
Non-current assets			94,603,581				83,964,996
Total assets			94,715,083				85,792,319
Current liabilities			59,373				141,459
Total liabilities			59,373				141,459
Net assets/(liabilities)			94,655,710				85,650,860
Summarised statement of profit or loss and other comprehensive income
Revenue			245				20,697
Expenses			(707,872	)			(601,690	)
Loss before income tax expense			(707,627	)			(580,993	)
Income tax expense			-				-
Loss after income tax expense			(707,627	)			(580,993	)
Other comprehensive income/(loss)			52,550				1,948,722
Total comprehensive income/(loss)			(655,077	)			1,367,729
Statement of cash flows
Net cash used in operating activities			(38,326	)			(238,904	)
Net cash used in investing activities			(1,665,045	)			(13,239,174	)
Net increase/(decrease) in cash and cash equivalents			(1,703,371	)			(13,478,078	)
Other financial information
Loss attributable to non-controlling interests			(106,181	)			(87,149	)
Total comprehensive Income/(loss) attributable to non-controlling interests
			(98,299	)			205,159
Accumulated non-controlling interests at the end of reporting period			(431,005	)			(324,861	)

 

 

Note 26. Reconciliation of Loss After Income Tax to Net Cash Used in Operating Activities

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Loss after income tax expense for the year			(16,389,292	)			(11,571,240	)
Adjustments for:
Gain from sale of equipment			-				(16,137	)
Fair value gain on investments			833,951				2,577,419
Amortisation of financial liability			577,961				928,281
Depreciation			592,385				456,904
Management fee			-				(47,423	)
Share based payments (Note 28)			335,669				780,235
Non-cash finance costs			(624,654	)			(1,870,042	)
Foreign exchange movement on financial liability			226,908				24,883
Gain from sale of investment			(51,464	)			-
Impairment of Investment in Snow Lake Resources			8,824,187				-
Share of loss - associates			839,153				6,254,759
Foreign exchange gain intercompany loans			209,545				(868,392	)
Change in operating assets and liabilities:
Increase in trade and other receivables			160,561				(96,579	)
Increase in trade and other payables			806,322				363,655
Net cash used in operating activities			(3,666,768	)			(3,083,677	)

 

Note 27. Earnings/(Loss) per share

 

		Consolidated
		30 June 2024				30 June 2023
		$				$
Loss after income tax			(16,389,292	)			(11,571,240	)
Non-controlling interest			106,181				87,149
Loss after income tax			(16,283,111	)			(11,484,091	)

 

		Number				Number
Weighted average number of ordinary shares used in calculating basic earnings per share			211,477,929				198,945,248
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares			-				-
Weighted average number of ordinary shares used in calculating diluted earnings per share			211,477,929				198,945,248

 

		Cents				Cents
Basic earnings/(loss) per share			(7.70	)			(5.77	)
Diluted earnings/(loss) per share			(7.70	)			(5.77	)

 

As of the 30 June 2024 there were 23,578,766 (2023: 33,572,158) outstanding unlisted options that would be included in the diluted calculation. 

 

Note 28. 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-based payments

 

During the period, the following share-based payments have been granted:

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Recognised in profit & loss :
Director options 1 & 3			549,174				332,560
Consultant options 2 & 4			249,624				144,590
Director options 5			-				3,009
Total options granted			798,798				480,159
Performance Rights
Performance rights			(463,129	)			300,076
Total			335,669				780,235

 

		Consolidated
		30 June 2024				30 June 2023
			$				$
Recognised in equity:
Options issued to brokers 6			-				636,670
			-				636,670

 

 

Options Expense

 

For the options expensed during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:

 

		1. Director Options				2. Consultants Options				3. Director Options				4. Consultants Options
Recognised in			Profit & Loss				Profit & Loss				Profit & Loss				Profit & Loss
Grant date			29/11/2022				29/11/2022				29/11/2022				29/11/2022
Number of options issued			5,750,000				2,500,000				5,750,000				2,500,000
Expiry date			30/11/2025				30/11/2025				30/11/2025				30/11/2025
Vesting date			31/03/2023				31/03/2023				30/11/2025				30/11/2025
Share price at grant date			0.66				0.66				0.66				0.66
Exercise Price			1.20				1.20				1.20				1.20
Expected Volatility			90	%			90	%			90	%			90	%
Risk-Free Interest Rate			3.24	%			3.24	%			3.24	%			3.24	%
Trinomial step			200				200				200				200
Early exercise factor			2.50				2.50				2.50				2.50
Underlying fair value at grant date			0.299				0.299				0.299				0.299
The total share-based payment expense recognised form the amortisation as of the 30 June 2024 for the issued options			549,174				249,624				332,560				144,590
Vesting terms			Continuous employment and, $1bn project valuation				Continuous employment and, $1bn project valuation				Continuous employment and, A$1bn project valuation				Continuous employment and, A$1bn project valuation

 

		5. Director Options				6. Broker Options
Recognised in			Profit & Loss				Equity
Grant date			29/11/2022				16/09/2022
Number of options issued			200,000				1,714,286
Expiry date			07/10/2023				16/09/2025
Vesting date			29/11/2022				16/09/2022
Share price at grant date			0.66				0.78
Exercise Price			2.20				0.91
Expected Volatility			90	%			90	%
Risk-Free Interest Rate			3.18	%			3.45	%
Trinomial step			200				200
Early exercise factor			2.5				2.5
Underlying fair value at grant date			0.0329				0.3714
Fair Value			3,009				636,670

 

 

Option movement June 2024

 

Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30 June 2024 financial year:

 

Exercise period		Exercise price				Beginning balance				Issued				Exercised				Lapsed				Ending balance
On or before 29 December 2023			0.75				1,100,000				-				-				(1,100,000	)			-
On or before 7 October 2023			2.20				1,900,000				-				-				(1,900,000	)			-
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 April 2024 (1)			0.70				6,993,608				-				(251	)			(6,993,357	)			-
On or before 30 June 2025			1.00				-				216				-				-				216
							33,572,158				216				(251	)			(9,993,357	)			23,578,766

 

(1) For every two options exercised at A$0.70, holder will receive an option to purchase one additional ordinary share at an exercise price of A$1.00, with an expiry date of June 30, 2025.

 

Option movement June 2023

 

Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30 June 2023 financial year:

 

Exercise period		Exercise price				Beginning balance				Issued				Exercised				Lapsed				Ending balance
On or before 19 September 2022			0.40				6,100,000				-				(6,100,000	)			-				-
On or before 28 October 2022			0.56				150,000				-				(150,000	)			-				-
On or before 28 January 2023			0.60				750,000				-				-				(750,000	)			-
On or before 2 December 2022			3.00				1,050,000				-				-				(1,050,000	)			-
On or before 29 December 2023			0.75				1,100,000				-				-				-				1,100,000
On or before 20 May 2023			1.35				1,100,000				500,000				-				(1,600,000	)			-
On or before 23 Sept 2023			2.20				1,700,000				200,000				-				-				1,900,000
On or before 30 November 2024			1.10				-				13,614,264				-				-				13,614,264
On or before 30 November 2025			1.20				-				8,250,000				-				-				8,250,000
On or before 16 January 2026			0.91				-				1,714,286				-				-				1,714,286
On or before 30 April 2024 (1)			0.70				-				6,993,793				(185	)			-				6,993,608
Total							11,950,000				31,272,343				(6,250,185	)			(3,400,000	)			33,572,158

 

(1) For every two options exercised at A$0.70, holder will receive an option to purchase one additional ordinary share at an exercise price of A$1.00, with an expiry date of June 30, 2025.

 

The weighted 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 2024 was 0.85 years (2023: 1.51 years).

 

The weighted average exercise price

 

The weighted average exercise price for the share-based payment options outstanding as at 30 June 2024 was $1.12 (2023: $1.08).

 

The average price for the 30 June 2024 financial year was $0.26 (30 June 2023: 0.61)

 

Performance rights

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.

 

 

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

 

30 June 2024 performance rights

 

The performance rights were valued as the closing share price $1.30 on the grant date 24 November 2021. During the current period the probabilities of meeting the vesting conditions were altered and the amount was reduced by $463,129 to reflect the change in probability.

 

30 June 2023 performance rights

 

The performance rights were valued as the closing share price $1.30 on the grant date 24 November 2021. The total share-based payment expense recognised from the amortisation of the 2022 issued performance rights was $300,076 for the 30 June 2023 financial year

 

Set out below are the summaries of Performance rights granted during period as share based payments

 

								Price at												Expired/				Balance at
								grant												Lapsed/				the end of
Grant date		Expiry date		Class				date				Granted				Exercised				other				the year
24/11/2021		24/11/2026			A			$	1.30				600,000				-				-				600,000
24/11/2021		24/11/2026			B			$	1.30				600,000				-				-				600,000
24/11/2021		24/11/2026			C			$	1.30				1,200,000				-				-				1,200,000

 

Note 29. Events After the Reporting Period

 

The following events and transactions occurred subsequent to 30 June 2024:

 

The Company announced on 24 July 2024 the NASDAQ IPO and an underwritten public offering of 475,000 units, with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”) and one warrant, with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$6.92 per unit, for gross proceeds of approximately US$3.3m (AUD$4.9m), before deducting underwriting discounts and offering expenses. Each whole warrant is exercisable for one ADS at an exercise price of US$7.266 per ADS and will be immediately exercisable upon issuance for a period of five years following the date of issuance. In addition, Nova has granted the underwriters an option to purchase up to an additional 47,500 ADSs and/or an additional 47,500 warrants to cover over-allotments, if any until August 29, 2024 

 

The Company announced on 24 July 2024 the appointment of Mr. Richard Beazley to the Board of Directors as Independent Non-Executive Chairman. Mr. Louie Simens reverted to Executive Director from his Interim Chairman position at that time.

 

The Company announced on 31July 2024 the commencement of resource definition drilling at RPM and exploration field programs on its Estelle Gold Project

 

 

The Company announced on 21 August 2024 an update on the progress of its 2024 resource definition drilling and exploration field programs.

 

The Company announced on 5 September 2024 an update on its Antimony-Gold prospects at Stibium and Styx where bulk samples of stibnite (antimony) have been collected for metallurgical testing.

 

The Company announced on 20 September 2024 that has filed a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (“SEC”) relating to a secondary public offering of its American Depositary Shares (“ADSs”), each of which will represent 60 of the Company’s ordinary shares of no par value each (“Ordinary Shares”) in the United States (the “Offering”). 

 

The Company announced on 20 September 2024 that it had executed a variation agreement with its largest institutional shareholder and convertible note holder, Nebari Gold Fund 1, LP (“Nebari”), to reduce the month-end cash covenant required under the previously announced loan agreement dated 21 November 2022 from US$2m to A$1m, with the option to extend the convertible facility for a further 12 months to 29 November 2026. In return for Nebari’s support, Nova has agreed to amend the conversion price from A$0.53 to A$0.25, subject to shareholder approval.

 

Further to the announcement on 20 September 2024, the Company announced the ability to accelerate the RPM early start up option to a Pre-Feasibility Study (PFS) for delivery in 2025 by undertaking internal optimization studies aimed to investigate how it can potentially generate as much early cashflow as possible to organically fund our expansion plans across the Estelle project. It also gives the Company the ability to continue our advanced discussions with the US Dept. of Defense (“DoD”) in relation to potentially establishing a starter antimony operation at Stibium in parallel.

 

The Company announced on 24 September 2024 a secondary NASDAQ public offering of 430,000 units, with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”), with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$5.00 per unit, for gross proceeds of approximately US$2.15m (AUD$3.14), before deducting underwriting discounts and offering expenses. In addition, Nova has granted the underwriters an option to purchase up to an additional 43,000 ADSs to cover over-allotments, if any, for 45 days.

 

No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.

 

 

Note 30. Consolidated Entity Disclosure Statement

 

Entity name		Entity type		Place formed / Country of incorporation		Ownership interest %				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.

 

Director’s Declaration

 

In the Directors’ opinion:

 

●	The attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

 

●	The attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;

 

●	The attached financial statements and notes give a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for the financial year ended on that date;

 

●	There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and

 

●	The information disclosed in the attached consolidated entity disclosure statement 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

 

30 September 2024

 

 

 

INDEPENDENT AUDITOR’S REPORT

To the Directors of Nova Minerals Limited

 

Opinion

 

We have audited the financial report of Nova Minerals Limited. (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2024, 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 Group is in accordance with the Corporations Act 2001, including:

 

(i)	giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its financial performance for the year then ended; and
(ii)	complying with Australian Accounting Standards and the Corporations Regulations 2001.

 

Basis for 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 Group 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.

 

 

 

 

Material Uncertainty Related to Going Concern

 

We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of $16,389,292 and cash from operating and investing activities of $3,666,768 and $13,321,921 respectively during the year ended 30 June 2024. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

Key Audit 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 report as a whole.

 

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

 

Key Audit Matter		How our audit addressed this matter
Capitalisation & Impairment of exploration and evaluation assets Refer to Note 11 in the financial statements
At 30 June 2024 the Group held capitalised exploration and evaluation assets (“E&E Asset”) of $92,117,750. This represents 86% of the total assets of the Group at that date.   We consider the carrying amount of these assets to be a key audit matter, under AASB 6 Exploration for and Evaluation of Mineral Resources, due to the significant management judgments involved, including:   ●   Whether the exploration and evaluation spend can be associated with finding specific mineral resources, and the basis on which that expenditure is allocated to an area of interest in line with AASB 6;   ●    The Group’s ability and intention to continue to explore the area;   ●    The existence of any impairment indicators, and if so, those applied to determine and quantify any impairment loss; and   ●    Whether exploration activities have reached the stage at which the existence of an economically recoverable reserve may be determined.		Our audit procedures included:   ●    Obtaining evidence that the Group has valid rights to explore in the specific areas of interest;   ●    Critically assessing and evaluating management’s assessment that no indicators of impairment existed;   ●    Agreeing a sample of the additions to capitalised exploration assets to supporting documentation, to confirm they were capitalised in line with the measurement and other criteria of the Group’s policy and AASB 6;   ●    Holding discussions with, and making enquiries of, the Group’s management team, reviewing of the Group’s ASX announcements, and other relevant documentation;   ●    Confirming the existence of plans to determine that the Group will incur substantive expenditure on further exploration for and evaluation of mineral resources in the specific areas of interest;   ●   Confirming the Group’s intention to carry out significant exploration and evaluation activity in the relevant exploration area, through enquiries, and by assessing the Group’s future cashflow forecasts, and reviewing the Group’s business and financial strategy; and   ●    Confirming that management has not resolved to discontinue activities in the specific area of interest.

 

 

Key Audit Matters (continued.)

 

Key Audit Matter		How our audit addressed this matter
Convertible notes
Refer to Note 13 in the financial statements
The Company previously entered into a convertible loan note whereby they have access to draw down up to USD $7,000,000.   There was an addendum to the agreement in the 30 June 2024 financial year which resulted in a 12- month extension to the facility taking this to November 2025. This note is considered a hybrid financial instrument due to its USD denomination and other terms, including provisions for compulsory conversion if a specific share price is reached. The addendum in the year resulted in the derecognition of the existing liability and the recognition of a new liability which reflected the new terms of the agreement.   The numerous conditions and variable elements of the note, along with the financial model used by management to value the instrument, was considered complex.   There is a risk that the note has not been valued correctly and the accounting is not in accordance with AASB 9 Financial Instruments.		Our audit procedures in relation to the convertible loan note were, reviewing the accuracy and completeness of managements calculations including:   ●     Ensuring all terms of the agreement have been appropriately included in the valuation model;   ●     Performing substantive testing to verify the accuracy of the valuation model used by the entity, including the inputs, assumptions, and discount rates applied; and   ●     Ensuring the accounting treatment of the note including disclosures are compliant with AASB 9.

 

Other Information

 

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 30 June 2024, 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.

 

Responsibilities of the Directors for the Financial Report

 

The directors of the Company are responsible for the preparation of:

 

	a.	the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
	b.	the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and

 

 

 

for such internal control as the directors determine is necessary to enable the preparation of:

	i.	the financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and
	ii.	the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

 

In preparing the financial report, the directors are responsible for assessing the ability of the Group 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 Group or to cease operations, or have no realistic alternative but to do so.

 

Auditor’s Responsibilities 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.

 

Report on the Remuneration Report

 

Opinion on the Remuneration Report

 

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.

 

In our opinion, the Remuneration Report of Nova Minerals Limited, for the year ended 30 June 2024, 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.

 

 

RSM AUSTRALIA PARTNERS

 

 

A L WHITTINGHAM

Partner

 

Dated: 30 September 2024

Melbourne, Victoria

 

 

 

 

Additional Information 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 16 September 2024. (Reporting Date)

 

Corporate Governance 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.

 

Security		Number
Fully Paid Ordinary Shares			243,556,881
Unlisted - Unl Bonus Opt @ $1.00 Exp 30/06/2025			216
Unlisted - Unl Opt @ $1.10 Exp 30/11/2024			13,614,264
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			31,250,000
Unquoted underwriter warrants			1,425,000

 

Capital Structure

 

Distribution Schedule

 

Holding Ranges		Securities				% of Share Capital				No. of holders				% Issued of Holders
above 0 up to and including 1,000			733,168				0.30	%			1,382				24.87	%
above 1,000 up to and including 5,000			5,015,755				2.06	%			1,902				34.22	%
above 5,000 up to and including 10,000			5,840,720				2.40	%			755				13.58	%
above 10,000 up to and including 100,000			41,842,266				17.18	%			1,228				22.09	%
above 100,000			190,124,972				78.06	%			291				5.24	%
Totals			243,556,881				100.00	%			5,558				100.00	%

 

In accordance with ASX Listing Rule 4.10.7, the security holder distribution schedules for fully paid ordinary shares is detailed below:

 

Unmarketable Parcels

 

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 $0.16. The number of holders with an unmarketable holding is 2,698, with a total of 3,315,910 fully paid ordinary shares, amounting to 1.36% of Issued Capital.

 

 

Top Holders

 

The 20 largest registered holders of fully paid ordinary shares were:

 

		Name		Shares Held at 16 September 2024				% Held
1		HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED			24,586,107				10.09	%
2		BNP PARIBAS NOMS PTY LTD			14,974,543				6.15	%
3		BNP PARIBAS NOMINEES PTY LTD <CLEARSTREAM>			7,949,463				3.26	%
4		SL INVESTORS PTY LTD <SL SUPERFUND A/C>			6,441,393				2.64	%
5		SWIFT GLOBAL LTD			5,669,833				2.33	%
6		KUSHKUSH INVESTMENTS PTY LTD <ALEXANDRA DISCRETIONARY A/C>			5,300,000				2.18	%
7		BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT>			4,530,611				1.86	%
8		CITICORP NOMINEES PTY LIMITED			4,253,968				1.75	%
9		MR JAGDISH MANJI VARSANI <PINDORIA FAMILY AC A/C>			4,100,000				1.68	%
10		KAOS INVESTMENTS PTY LIMITED			3,287,692				1.35	%
11		NEBARI GOLD FUND 1 LP			3,198,294				1.31	%
12		MR JUSTIN BRUCE GARE & MRS KRISTIN DENISE PHILLIPS <TINTIN INVESTMENT A/C>			2,508,510				1.03	%
13		MR MAHMOUD EL HORR			2,500,000				1.03	%
14		MURTAGH BROS VINEYARDS PTY LTD			2,440,000				1.00	%
15		MR CRAIG EDWIN BENTLEY			2,259,669				0.93	%
16		MURTAGH BROS VINEYARDS PTY LTD <MURTAGH BROS VINEYARDS S/F>			2,167,380				0.89	%
17		LETTERED MANAGEMENT PTY LTD <BALMORAL FAMILY A/C>			2,050,000				0.84	%
18		KIKCETO PTY LTD <BENJAMIN DISCRETIONARY A/C>			2,028,924				0.83	%
19		PATRON PARTNERS PTY LTD <AP & RL MURTAGH FAMILY A/C>			1,983,214				0.81	%
20		KUSHKUSH INVESTMENTS PTY LTD <ALEXANDRA DISCRETIONARY A/C>			1,701,124				0.70	%
Total of Top 20					103,930,725				42.66	%
Balance of Register					139,626,156				57.34	%
Grand Total					243,556,881				100.00	%

 

Substantial Shareholders

 

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*			21,750,373				8.93	%

 

* Refer Form 604 lodged with the ASX on 16 September 2024

 

 

Unquoted Securities

 

In accordance with ASX Listing Rule 4.10.5 and 4.10.16 the details of unquoted securities are detailed below:

 

Unquoted securities on issue were:

 

Class				Expiry Date		Exercise Price				Number of Options				Number of holders
Unlisted – Unl Bonus Opt @$1.00 Exp 20/05/2025		NVAAT (NVAAT)		30 Jun 2025		$	1.00				216				4
Unlisted - Unl Opt @ $1.10 Exp 30/11/2024		NVAOP3 (NVAAN)		30 Nov 2024		$	1.10				13,614,264				73
Unlisted - Unl Opt @ $0.91 Exp 16/01/2026		NVAOP4 (NVAAO)		16 Jan 2026		$	0.91				1,714,286				2
Unlisted - Unl Opt @ $1.20 Exp 30/11/2025		NVAOP5 (NVAAP)		30 Nov 2025		$	1.20				8,250,000				9
Unquoted warrants exercisable for NASDAQ listed American Depositary Shares (ADSs)		VSTOCK (NVAAV)		25 July 2029		$	0.1806	**			31,350,000				1
Unquoted underwriter warrants exercisable for NASDAQ listed American Depositary Shares (ADSs)		NVSTOCKUW (NVAAV)		25 July 2028		$	0.2580	*			1,425,000				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)

 

NVAAT [Unlisted Options @ $1.00 Exp 30/6/2025] – 4 Holders (Holders with more than 20% shown)

 

		Name		Held at 16 Sept 2024				% Held
1		BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM			75				34.7	%
2		CITICORP NOMINEES PTY LIMITED			91				42.1	%
3		MR WILFRED ANTHONY TAPIOLAS & MRS HELEN MARGARET TAPIOLAS <TAPIOLAS SUPER FUND A/C>			49				22.7	%

 

NVAOP3 [Unlisted Options @ $1.10 Exp 30/11/2024] – 73 Holders (Holders with more than 20% shown)

 

		Name		Held at 16 Sept 2024				% Held
1		CITICORP NOMINEES PTY LIMITED			2,895,234				21.3	%

 

NVAOP4 [Unlisted Options @ $0.91 Exp 16/01/2026] – 2 Holders (Holders with more than 20% shown)

 

		Name		Held at 16 Sept 2024				% 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 16 Sept 2024				% 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 16 Sept 2024				% Held
1		VSTOCK TRANSFER LLC			31,350,000				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 16 Sept 2024				% Held
1		VSTOCK TRANSFER LLC			1,425,000				100.0	%

 

Restricted Securities

 

Not applicable

 

Voting Rights

 

The voting rights attached to each class of equity security are as follows:

 

●	Ordinary shares: each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.
●	Options: options do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the options are exercised and subsequently registered as ordinary shares.
●	Performance rights: performance rights do not entitle the holders to vote in respect of that equity instrument, nor participate in dividends, when declared, until such time as the performance rights are vested and converted and subsequently registered as ordinary shares.

 

ASX Admission Statement

 

During the financial year, the Company applied its cash in a way that is consistent with its business objectives.

 

On-Market Buy-Back

 

There is no current on-market buy-back.

 

Item 7, 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

 

 

Competent Person 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.

 

Schedule of Interests in Mining Tenements as at 30 June 2024

 

Tenement/Claim/ADL Number		Location		Beneficial % Held
725940 - 725966		Alaska, USA		85%
726071 - 726216		Alaska, USA		85%
727286 - 727289		Alaska, USA		85%
728676 - 728684		Alaska, USA		85%
730362 - 730521		Alaska, USA		85%
737162 - 737357		Alaska, USA		85%
733438 - 733598		Alaska, USA		85%
740524 - 740621		Alaska, USA		85%
741364 - 741366		Alaska, USA		85%

 

 

 

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.3

 

  

NOVA MINERALS LIMITED

ACN 006 690 348

(Company)

 

Corporate Governance Statement - FOR THE FINANCIAL YEAR ENDING 30 June 2024

 

This Corporate Governance Statement is current as at 30 September 2024 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 2024, 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/

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1   A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management.   The Board Charter sets out the specific responsibilities of the Board, requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy.   A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 1.2   A listed entity should:   (a)   undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and   (b)  provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a Director.	YES	(a)  The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Remuneration and Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Remuneration and Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director.    (b)  Under the Remuneration and Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.   Appropriate checks were undertaken prior to the appointment of directors and senior executives during the 2024 financial year, including the appointment of Mr Richard Beazley who was appointed as Chairman and independent non-executive director on 24 July 2024.
Recommendation 1.3   A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	The Company’s Remuneration and Nomination Committee Charter requires the Committee (or, in its absence, the Board) to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment.   The Company has had written agreements with each of its directors and senior executives for the past financial year.   The key terms of the agreements are set out in the Remuneration Report within the Company’s Annual Report.
Recommendation 1.4   The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	YES	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 1.5   A listed entity should:   (a)   have and disclose a diversity policy;   (b)   through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and   (c)   disclose in relation to each reporting period:   i.   the measurable objectives set for that period to achieve gender diversity;   ii.   the entity’s progress towards achieving those objectives; and   iii.   either:   1.     the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or   2.     if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.   If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving 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 period.	PARTIALLY	(a)    The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives (if any have been set) and the Company’s progress in achieving them.   (b)    The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website.   (c)    The Board did not set measurable gender diversity objectives for the past financial year, because:   ●    the Board did not anticipate there would be a need to appoint any new Directors or senior executives due to limited nature of the Company’s existing and proposed activities and the Board’s view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company’s plans; and   ●    if it became necessary to appoint any new Directors or senior executives, the Board will consider the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles will, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit; and   ●    The Company did not have any women in senior executive positions or across the whole organisation for the past financial year.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 1.6   A listed entity should:   (a)    have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and   (b)    disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a)    The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website.   (b)    The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period.   (c)    The Company completed performance evaluations in respect of the Board in April 2022. A more detailed review will be undertaken for its committees (if any) and individual Directors during the 2025 financial year.
Recommendation 1.7   A listed entity should:   (a)    have and disclose a process for periodically evaluating the performance of its senior executives; and   (b)    disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a)    The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non-executive Director. The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website.   (b)    The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company did not undertake a Board Review during the current year. These reviews will take place during the current financial year.

 

 

RECOMMENDATIONs (FOURTHP EDITION)

COMPLY

EXPLANATION

Principle 2: Structure the Board to add value
Recommendation 2.1   The Board of a listed entity should:   (a)    have a nomination committee which:   (i)     has at least three members, a majority of whom are independent Directors; and   (ii)      is chaired by an independent Director,   and disclose:   (iii)      the charter of the committee;   (iv)      the members of the committee; and   (v)     as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or   (b)   if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.	YES	(a)    The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.   The Board has established a Remuneration and Nomination Committee in July 2024. In accordance with its Charter, the Remuneration and Nomination Committee is structured such that it consists solely of Non-Executive Directors, is chaired by an independent Non- Executive Director and has at least three Non-Executive Directors as members. The Charter was last reviewed in June 2024 and is reviewed from time to time to ensure that it meets best practice standards, complies with the ASX Corporate Governance Principles and Recommendations, and meets the needs of the Company and the Committee. The Charter is available on the Company’s corporate governance page on the Company’s website.   The Chair of the Remuneration and Nomination Committee is Mr Rodrigo Pasqua. The other members of the Committee are Mr Avi Geller and Mr Richard Beazley. Three of three Committee members are Non-Executive Directors, and the Board considers all of the Non-Executive Directors on the Committee to be independent.   Other Board members, including the Executive Directors, are invited to attend these meetings.   The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead of the next full Board meeting.   (b)    The Company did not have a Remuneration and Nomination Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. In accordance with the Company’s Board Charter, the Board carried out the duties that would ordinarily be carried out by the Remuneration and Nomination Committee under the Remuneration and Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively:   (i)       devoting time at least annually to informally discuss Board succession issues and updating the Company’s Board skills matrix; and   (ii)       all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

 

 

RECOMMENDATIONs (FOURTHP EDITION)

COMPLY

EXPLANATION

Recommendation 2.2   A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.	NO	Under the Remuneration and Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Board (performing the function of the Remuneration and Nomination Committee) is required to prepare a Board skills matrix setting out the mix of skills that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills to discharge its obligations effectively and to add value and to ensure the Board has the ability to deal with new and emerging business and governance issues.   The Company does not have a Board skill matrix. The Board Skills Matrix will include the following areas of knowledge and expertise:   ●         strategic expertise;   ●         specific industry knowledge;   ●         accounting and finance;   ●         risk management;   ●         Environment and sustainability;   ●         experience with financial markets; and   ●         investor relations.   The Board also has regard to the Company’s Diversity Policy and Board Charter and will aim to achieve diversity and independence in its membership where possible, also having regard to the size and nature of the existing Board, and the magnitude of the Company’s operations.   The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.
Recommendation 2.3   A listed entity should disclose:   (a)    the names of the Directors considered by the Board to be independent Directors;   (b)    if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and   (c)    the length of service of each Director	YES	(a)       The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Board considers Mr Richard Beazley (appointed 24 July 2024), Mr Avi Geller and Mr Pasqua to be independent.   (b)       Even though Mr Avi Geller has a direct and indirect shareholdings in the Company, the Board considers Mr Geller to be independent. There are no other independent Directors who fall into this category.   (c)       The Company’s Annual Report and Recommendation 2.4 below discloses the length of service of each Director, as at the end of each financial year.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 2.4   A majority of the Board of a listed entity should be independent Directors.	YES	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent.   Details of the Directors at reporting date are:

 

	Name	Status	Date of appointment	Qualification
	Mr Richard Beazley	Non-Executive Chairman – Independent	24 July 2024	B.E. (Mining) with Honors from the University of New South Wales and MBA from APESMA and Deakin University.
	Mr Louie Simens	Executive Director* - Non-Independent	19 Dec 2017
	Mr Christopher Gerteisen	Executive Director & CEO - Non-Independent	23 Sept 2019	BSc. Mining/Exploration Geology, MSc. Economic Geology/Mineral Economics
	Mr Avi Gellar	Non-Executive Director – Independent	19 Nov 2018
	Mr Craig Bentley	Executive Director – Non-Independent	18 Feb 2022	B Comm and Administration (BCA)
	Mr Rodrigo Pasqua	Non-Executive Director - Independent	1 May 2022	B BEng in Mining Engineering

 

		* Mr Simens was the interim Executive Chairman to 24 July 2024     At 30 June 2024 there was a majority of non-independent Board members. Due to the current size and structure of the existing Board, only two of its five directors are considered to be independent. With the appointment of Mr Richard Beazley on 24 July 2024, three of six directors are considered independent.   It is noted the composition of the Board will be reassessed in future in line with changes in the Company’s operations and level of activity and will be adjusted as deemed appropriate. The Board will consider the ASX Recommendations in assessing any future changes in Board composition.     Further details of each Director’s independence are set out in the Annual Report.
Recommendation 2.5   The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director.   The Interim Chair of the Company during the 2024 financial year, Mr Louie Simens was a non-independent Director. On 24 July 2024, Mr Richard Beazley was appointed as non-executive Chairman. Mr Beazley is an independent Director.
Recommendation 2.6   A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.	YES	In accordance with the Company’s Board Charter, the Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1   (a)    Instil a culture of acting lawfully, ethically and responsibly	YES	The Company and its subsidiary companies are committed to conducting its business activities fairly, honestly with a high level of integrity, and in compliance with all applicable laws, rules and regulations. The Board, management and employees are dedicated to high ethical standards and recognise and support the Company’s commitment to compliance with these standards.   The Company’s values are set out in its Code of Conduct (which forms part of the Corporate Governance Plan) and are available on the Company’s website. All employees are given appropriate training on the Company’s values and senior executives continually reference such values.
Recommendation 3.2   A listed entity should:   (a)   have and disclose a code of conduct for its directors, senior executives and employees; and   (b)   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   A listed entity should:   (a)   have and disclose a whistleblower policy; and   (b)   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).
Recommendation 3.4   A listed entity should:   (a)  have and disclose an anti-bribery and corruption policy; and   (b)  ensure that the Board or committee of the Board is informed of any material breaches of that policy.	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.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1   The Board of a listed entity should:   (a)    have an audit committee which:   (i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and   (ii)  is chaired by an independent Director, who is not the Chair of the Board,   and disclose:   (i)  the charter of the committee;   (ii)  the relevant qualifications and experience of the members of the committee; and   (iii) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or   (b)    if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	PARTIAL	(a)    The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director who is not the Chair.   The Board has established an Audit and Risk Committee in July 2024. In accordance with its Charter approved by the Board.   The Charter sets out the purpose, membership, responsibilities, authority and reporting requirements of the Committee. The primary responsibilities of the Committee are detailed in the Charter and include the following areas:   ●         Accounting Practices and External Reporting   ●         Oversight of the Risk Management System   ●         Governance   This Charter was last updated in June 2024. The Charter is available on the Company’s corporate governance page on the Company’s website   The Chair of the Audit Committee is Mr Avi Geller. The other members of the Committee are Mr Rodrigo Pasqua and Mr Richard Beazley. Three of three Committee members are Non-Executive Directors. The Board considers all of the Non-Executive Directors on the Committee to be independent and the composition of the Audit Committee satisfies the Board’s requirements in performing the Committee’s function given the size and complexity of the Company at present.   The Chief Financial Officer, senior members of the finance team, the external auditors attend Committee meetings at the discretion of the Committee. Other Board members, including the Executive Directors, are invited to attend these meetings. Further details of the members of the Audit Committee and their attendance at Committee meeting are set out below and in the Directors’ Report Section of the 2024 Annual Report.   The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead of the next full Board meeting.   (b)    The Company did not have an Audit and Risk Committee for the past financial year as the Board did not consider the Company would benefit from its establishment and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:   (i)   the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and   (ii)  all members of the Board are involved in the Company’s audit function to ensure the proper maintenance of the entity and the integrity of all financial reporting.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 4.2   The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity 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 Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.   The Company has obtained a sign off on these terms for each of its financial statements in the past financial year.
Recommendation 4.3   A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	YES	Processes are in place to verify the integrity of ASX’s periodic corporate reports (as defined in the ASX Corporate Governance Principles) released to the market and not audited or reviewed by the external auditor. Examples of periodic corporate reports released by the Company include the directors’ report in the annual report.   The Company has adopted a Disclosure Committee Policy which sets out how market announcements are reviewed and released. The Board makes disclosure decisions, oversees the drafting of announcements and approves all ASX announcements. The Board is also responsible for satisfying itself that the content of any announcement is accurate and not misleading and is supported by appropriate verification.   ASX announcements are lodged on the market announcements platform by the Company Secretary.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1   A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	YES	The Company’s Disclosure Committee Policy (which forms part of the Corporate Governance Plan) is available on the Company’s website.
Recommendation 5.2   A 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.
Recommendation 5.3   A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials 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.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Principle 6: Respect the rights of security holders
Recommendation 6.1   A listed entity should provide information about itself and its governance to investors via its website.	YES	Information 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   A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	YES	The Company has adopted a shareholder communication strategy detailed in the Disclosure Committee Policy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
Recommendation 6.3   A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of 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   A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	YES	All substantive resolutions at securityholder meetings are decided by a poll rather than a show of hands.
Recommendation 6.5   A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	The shareholder communication strategy detailed in the Disclosure Committee Policy provides that security holders can register with the Company to receive updates by email. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted.   Security holders are able to register to receive electronic communications in relation to the Company from the security registry. Contact details for the Company’s security registry are available on the Company’s website.   Shareholder queries should be referred to the Company Secretary at first instance.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1   The Board of a listed entity should:   (a)    have a committee or committees to oversee risk, each of which:   (i)            has at least three members, a majority of whom are independent Directors; and   (ii)           is chaired by an independent Director, and disclose:   (iii)          the charter of the committee;   (iv)          the members of the committee; and   (v)           as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or   (b)    if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.	Partially	(a)    The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director.   The Board has established an Audit and Risk Committee in July 2024. In accordance with its Charter approved by the Board.   The Charter sets out the purpose, membership, responsibilities, authority and reporting requirements of the Committee. The primary responsibilities of the Committee are detailed in the Charter and include the following areas:   ●         Audit   ●         Reporting   ●         Financial Risk Management   ●         Financial Governance   This Charter was last updated in June 2024. The Charter is available on the Company’s corporate governance page on the Company’s website   The Company is committed to the identification, monitoring and management of material business risks of its activities via its Risk Management Framework.   The Chair of the Audit Committee is Mr Avi Geller. The other members of the Committee are Mr Rodrigo Pasqua and Mr Richard Beazley. Two of three Committee members are Non-Executive Directors. The Board considers all of the Non-Executive Directors on the Committee to be independent and the composition of the Audit Committee satisfies the Board’s requirements in performing the Committee’s function given the size and complexity of the Company at present. The Chief Financial Officer, senior members of the finance team, the external auditors as well as the internal auditor attend Committee meetings at the discretion of the Committee. Other Board members, including the Executive Directors, are invited to attend these meetings. Further details of the members of the Audit Committee and their attendance at Committee meeting are set out below and in the Directors’ Report Section of the 2024 Annual Report. The Company Secretary is also the Secretary to the Committee and copies of the minutes of the meeting are distributed to the Board ahead of the next full Board meeting.   (b)    The Company did not have an Audit and Risk Committee for the past financial year as the Board did not consider the Company would benefit from its establishment and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to oversee the entity’s risk management framework:   (i)    the Board devotes time at Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures; and   (ii)   oversees occupational health and safety processes, procedures for Whistleblower protection and for countering bribery and corruption.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 7.2   The Board or a committee of the Board should:   (a)    review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound; and   (b)    disclose in relation to each reporting period, whether such a review has taken place.	YES	(a)      The Audit and Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound.    (b)      The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the Company’s risk management framework has taken place.    (c)      The Company’s Board has completed a review of the Company’s risk management framework in the past financial year. The Board intends to update the risk matrix further during the 2025 financial year to satisfy itself that it continues to be sound.
Recommendation 7.3   A listed entity should disclose:   (a)   if it has an internal audit function, how the function is structured and what role it performs; or   (b)   if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	YES	(a)      The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor the need for an internal audit function.    (b)      The Company did not have an internal audit function for the past financial year. The Company employed the following process for evaluating and continually improving the effectiveness of its risk management and internal control processes:   (i)       the Board monitors the need for an internal audit function having regard to the size, location and complexity of the Company’s operations;   (ii)       the Board periodically undertakes an internal review of financial systems and processes where systems are considered to require improvement these systems are developed; and   (iii)       The Board reviews risk management and internal compliance procedures at each Board meeting and monitors the quality of the accounting function.
Recommendation 7.4   A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	YES	The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management determine whether the Company has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.   The Company’s Corporate Governance Plan requires the Company to disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company discloses this information in its Annual Report as part of its continuous disclosure obligations.   The Company has completed a sustainability review and the Sustainability Report 2024 will be separately lodged with the ASX and disclosed on the Company website.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1   The Board of a listed entity should:   (a)    have a remuneration committee which:   (i)            has at least three members, a majority of whom are independent Directors; and   (ii)           is chaired by an independent Director, and disclose:   a.     the charter of the committee;   b.     the members of the committee; and   c.     as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or   (b)    if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	YES	(a)    The Company’s Corporate Governance Plan contains a Remuneration and Nomination Committee Charter that provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent Directors, and which must be chaired by an independent Director.   The Board has established a Remuneration and Nomination Committee in July 2024. In accordance with its Charter, the Remuneration and Nomination Committee is structured such that it consists solely of Non-Executive Directors, is chaired by an independent Non-Executive Director and has at least three Non-Executive Directors as members. The Charter was last reviewed in June 2024 and is reviewed from time to time to ensure that it meets best practice standards, complies with the ASX Corporate Governance Principles and Recommendations, and meets the needs of the Company and the Committee. The Charter is available on the Company’s corporate governance page on the Company’s website.   The Chair of the Remuneration and Nomination Committee is Mr Rodrigo Pasqua. The other members of the Committee are Mr Avi Geller and Mr Richard Beazley. Three of three Committee members are Non-Executive Directors, and the Board considers all of the Non-Executive Directors on the Committee to be independent.   Other Board members, including the Executive Directors, are invited to attend these meetings.   (b)    The Company did not have a Remuneration Committee for the past financial year as the Board did not consider the Company would benefit from its establishment and does not currently have one. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter. The Board devotes time at least annually at a Board meeting to assess the level and composition of remuneration for Directors to ensure remuneration is appropriate and not excessive.

 

 

RECOMMENDATIONs (FOURTHP EDITION)	COMPLY	EXPLANATION
Recommendation 8.2   A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the 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   A listed entity which has an equity-based remuneration scheme should:   (a)   have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and   (b)    disclose that policy or a summary of it.	YES	(a)   The Company had an equity-based remuneration scheme during the past financial year. The Company’s Trading Policy prohibits the use of any derivatives or other products which operate to limit the economic risk of unvested securities through the scheme. The Corporate Governance Plan, which incorporates the Trading Policy, is available on the Company’s website.     (b)    Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in equity-based remuneration or in unvested entitlements.
Additional recommendations that apply only in certain cases
Recommendation 9.1   A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	N/A	Not applicable.
Recommendation 9.2   A 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   A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	N/A	Not applicable.

 

  

Rules 4.7.3 and 4.10.3

 

Appendix 4G

 

Key to Disclosures

Corporate Governance Council Principles and Recommendations

 

Name of entity

NOVA MINERALS LIMITED

 

ABN/ARBN		Financial year ended:
84 006 690 348		30 JUNE 2024

 

Our corporate governance statement¹ for the period above can be found at:²

 

☐	These pages of our annual report:
☒	This URL on our website:	http://novaminerals.com.au

 

The Corporate Governance Statement is accurate and up to date as at 30 September 2024 and has been approved by the board.

 

The annexure includes a key to where our corporate governance disclosures can be located.³

 

Date:	30 September 2024
Name of authorised officer authorising lodgement:	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.

  

 

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 listed entity should have and disclose a board charter setting out: (a)       the respective roles and responsibilities of its board and management; and (b)       those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a)       undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b)       provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ 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.

 

 

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 listed entity should: (a)       have and disclose a diversity policy; (b)       through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c)       disclose in relation to each reporting period: (1)       the measurable objectives set for that period to achieve gender diversity; (2)       the entity’s progress towards achieving those objectives; and (3)       either: (A)       the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B)       if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving 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 period.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance Statement https://novaminerals.com.au/company/corporate-governance-new/ OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a)       have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b)       disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://novaminerals.com.au/company/corporate-governance-new/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

 

 

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 listed entity should: (a)       have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b)       disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://novaminerals.com.au/company/corporate-governance-new/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ 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 board of a listed entity should: (a)       have a nomination committee which: (1)       has at least three members, a majority of whom are independent directors; and (2)       is chaired by an independent director, and disclose: (3)       the charter of the committee; (4)       the members of the committee; and (5)       as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b)       if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ and we have disclosed a copy of the charter of the committee at: https://novaminerals.com.au/company/corporate-governance-new/ and we have disclosed the fact that we do have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

 

 

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 listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed the skills to be included in a Board Skills Matrix in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a)       the names of the directors considered by the board to be independent directors; (b)       if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c)       the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) in our Corporate Governance Statement and the length of service of each director in the Directors Report of the June 2024 Annual Report.	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒ The Interim Chair of the Company during the 2024 financial year, Mr Louie Simens was a non-independent Director. On 24 July 2024, Mr Richard Beazley was appointed as non-executive Chairman. Mr Beazley is an independent Director.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

 

 

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 listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a)       have and disclose a code of conduct for its directors, senior executives and employees; and (b)       ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a)       have and disclose a whistleblower policy; and (b)       ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our Whistleblower policy at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a)       have and disclose an anti-bribery and corruption policy; and (b)       ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement
Principle 4 – safeguard the integrity of corporate reports
4.1	The board of a listed entity should: (a)       have an audit committee which: (1)       has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2)       is chaired by an independent director, who is not the chair of the board, and disclose: (3)       the charter of the committee; (4)       the relevant qualifications and experience of the members of the committee; and (5)       in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b)       if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ and we have disclosed a copy of the charter of the committee at: https://novaminerals.com.au/company/corporate-governance-new/ and we have disclosed the fact that we did not have a committee at 30 June 2024, but have subsequently formed a committee. We have disclosed the fact that we do have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement

 

 

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 board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement
Principle 5 – Make timely and balanced disclosure
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement

 

 

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 listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://novaminerals.com.au/company/corporate-governance-new/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement
Principle 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a)       have a committee or committees to oversee risk, each of which: (1)       has at least three members, a majority of whom are independent directors; and (2)       is chaired by an independent director, and disclose: (3)       the charter of the committee; (4)       the members of the committee; and (5)       as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b)       if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ and we have disclosed a copy of the charter of the committee at: https://novaminerals.com.au/company/corporate-governance-new/ and we have disclosed the fact that we do have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

 

 

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 board or a committee of the board should: (a)       review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b)       disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in the Corporate Governance Statement and at: https://novaminerals.com.au/company/corporate-governance-new/	☐ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in our Corporate Governance Statement
7.3	A listed entity should disclose: (a)       if it has an internal audit function, how the function is structured and what role it performs; or (b)       if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks in our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: https://novaminerals.com.au/environmental/# The Company has completed a Sustainability Review and the Sustainability Report will be separately lodged with the ASX and disclosed on the Company website.	☐ set out in our Corporate Governance Statement
Principle 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a)       have a remuneration committee which: (1)       has at least three members, a majority of whom are independent directors; and (2)       is chaired by an independent director, and disclose: (3)       the charter of the committee; (4)       the members of the committee; and (5)       as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b)       if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ and we have disclosed a copy of the charter of the committee at: https://novaminerals.com.au/company/corporate-governance-new/ and we have disclosed the fact that we did not have a remuneration committee at 30 June 2024, but have subsequently formed a committee. This includes the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

 

 

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 listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in the Remuneration Report set out in the 2024 Annual Report.	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a)       have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b)       disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement OR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	N/A	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	N/A	☐ set out in our Corporate Governance Statement OR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	N/A	☐ set out in our Corporate Governance Statement OR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ 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: The responsible entity of an externally managed listed entity should disclose: (a)       the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b)       the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ N/A	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ N/A	☐ set out in our Corporate Governance Statement

 

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