Nova Minerals Limited
Annual Report 2023

Plain-text annual report

Annual Report 2023 Corporate Directory Directors Louie Simens Executive Chairman Christopher Gerteisen CEO & Executive Director Craig Bentley Director of Finance & Compliance Rodrigo Pasqua Non-Executive Director Avi Geller Non-Executive Director Company Secretary Ian Pamensky Registered Office and Domicile Main Operations: Whiskey Bravo Airstrip Matanuska-Susitna Borough, Alaska, USA 1150 S Colony Way Suite 3-440, Palmer, AK 99645 Corporate: Suite 5 242 Hawthorn Road Caulfield VIC 3161 Australia Telephone: +61 3 9537 1238 Internet: http://www.novaminerals.com.au Share Registry Automic Group Level 5 126 Phillip Street Sydney NSW 2000 Australia ASX: NVA | OTC: NVAAF | FRA: QM3 Auditors RSM Australia Partners Level 21, 55 Collins Street Melbourne VIC 3000 Australia Developing North America’s next major gold trend in Alaska to become a tier one global gold producer Nova Minerals Ltd | Annual Report 2023 1 Nova About Nova Minerals Nova Minerals Limited (ASX: NVA) vision is developing North America’s next major gold trend, Estelle, to become a world-class, tier-one, global gold producer. Its flagship Estelle Gold Project contains multiple mining resources across a 35km long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million ounce resources across 4 deposits containing a combined 9.9 Moz Au. The project is situated on the Estelle Gold Trend in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 million ounce (Moz) documented gold endowment and some of the world’s largest gold mines and discoveries including Victoria Gold’s Eagle Mine and Kinross Gold Corporation’s Fort Knox Gold Mine. Additionally, Nova holds a substantial 37% interest in NASDAQ-listed lithium explorer Snow Lake Resources Ltd (NASDAQ: LITM), an 8.76% holding in Asra Minerals Limited (ASX: ASR), a gold and rare earths exploration company based in Western Australia and a 9.9% interest in privately owned RotorX Aircraft Manufacturing (www.rotorxaircraft.com) who are seeking to list in the USA in the near future. Contents Message from the CEO Highlights Review of Operations Directors’ Report Remuneration Report Auditors Independence Declaration Financial Statements Notes to the Financial Statements Director’s Declaration Independent Auditor’s Report ASX Additional Information 3 4 5 14 27 35 36 43 75 76 80 2 Nova Minerals Ltd | Annual Report 2023 Message from the CEO, Christopher Gerteisen Fellow Shareholders, Sitting down to write a CEO letter for the annual report requires reflection on the year just past, and to contemplate what the company can achieve in the year ahead. 2023 has been another milestone year for Nova as we continue to further establish the potential of a tier 1 gold project at Estelle, with more to come, at what is possibly one of the most exciting gold development projects globally, within a mining friendly and safe jurisdiction. Our resource inventory was expanded with the 2022 drill program resulting in the definition of two new large deposits at Cathedral and RPM South, and importantly, more of the global resource being upgraded to the higher indicated category, with some measured as well for a potential starter pit at RPM. This was followed by a solid scoping study update in May which confirmed the potential for a commercially robust mining operation at Estelle, with improved mining and economic metrics including, a US$654M NPV5%, fast capital payback period of under 1 year, average annual production of 132 Koz gold pa, and an extended LOM of 17+ years. With the early stage studies now complete, and the defined deposits representing only 4 of the over 20 high priority prospects across the project area, we have only just begun to scratch the surface at Estelle as we now move into the pre-feasibility study phase, with further resource drilling programs designed to increase both the size and confidence of the already defined 9.9 Moz’s of gold, and next level test work, now under way. Community engagement is also a critical part of the company’s culture as we seek now and, in the future, all necessary approvals for the project’s development. Throughout the year we have continued to work strongly with local Alaskan businesses and communities, as well as with all the mutual stakeholders in the West Susitna Access Road, and we thank them for their ongoing support. I would also like to thank our investors and brokers who have continued to support the company throughout the year. In particular we have forged strong relationships with some US bankers and we look forward to continuing our works with them as we progress our options for a potential listing on a major exchange in the US. A company is only as strong as its people, and we are very fortunate to have an outstanding team at Nova, all of whom are passionately committed to take the Estelle Gold Project from the current resource growth stage through to production. I have been extremely impressed with the skill, dedication, and commitment of our people and the teamwork displayed in managing a dynamic world class project and I would like to acknowledge their exceptional performances. And lastly to our shareholders who have financed our activities, I express my sincere gratitude for your loyal support. It has been a privilege to be CEO of the company during this exciting stage in Nova’s history, with an interest in company-making assets in both the gold and lithium sectors which have catalysts to create true value over the long term, and I look forward to what we will achieve in the year ahead. Christopher Gerteisen CEO and Executive Director Nova Minerals Ltd | Annual Report 2023 3 Highlights – Continuing to deliver on our vision to develop the district scale Estelle Gold Project to become a tier one global gold producer 33,000m highly targeted drill program completed, including maiden drilling of RPM South and Cathedral More world class, thick, high-grade intercepts reported at RPM North New discovery made in the Train area – Trumpet Geological observations indicating another potentially large IRGS in the area Further grew the gold resource to 9.9 Moz including, 0.2 Moz Measured, 3.2 Moz Indicated and 6.5 Moz Inferred Maiden gold Inferred resources of 2 Moz established at Cathedral and 0.4 Moz at RPM South Delivered a very robust phase 2 scoping study with an NPV5% of US$654M, IRR 53% and very fast capital payback of just 11 months, significantly de-risking the project West Susitna Access Road progressed to permitting 4 Nova Minerals Ltd | Annual Report 2023 Review of Operations Robust Phase 2 Scoping Study Delivered for the Estelle Gold Project With the completion of the Phase 2 Scoping Study in May 2023 confirming the potential for Estelle to support a commercially robust mining operation with a very quick 11 month payback period, Nova essentially de-risked the project and took a step closer to its vision of developing the Estelle Gold Project to become a word class, tier one, global gold producer. The study, which excludes the 2 Moz Au Inferred Cathedral resource, envisages a large open pit mining operation, using truck and shovel mining methods and conventional processing using a proven flowsheet, with ideal ore body geometry that allows the mining of the high-grade RPM ore in the early years for a quick payback, and bulk tonnage mining from Korbel at a low strip ratio in the later years. Key highlights from the Scoping Study include: • Financial Metrics Internal Rate of Return (IRR) of 53% pre-tax o Net Present Value (NPV5%) of US$654M (~ A$981M) pre-tax o o Rapid 11 month capital payback period o Undiscounted net free cashflow of US$945M pre-tax o Annual free cash flow after the payback period of ~ US$56M pre-tax o All in Sustaining Costs (AISC) 1st year US$510/oz and Life of Mine (LOM) US$1,149/oz o Pre-production capital of US$385M for a 6mtpa central processing plant and infrastructure • Mining Metrics o Annual production 1st year 363 Koz Au and LOM average of 132 Koz pa o Total production 2.25 Moz Au over a LOM of 17+ years o Early production driven by the higher grade RPM resources with 2.02 g/t Au material +10% = Gold price of US$1,980 (Current spot gold price ~ US$2,000) 10% increase in mill grade to 0.80 g/t Au increases NPV to ~ US$0.93B Core focus to now target resources that will increase the LOM average mill feed grade above the current 0.73 g/t Au to continue to improve the project economics for the PFS. We already know where to target – RPM, Train & Cathedral Figure 1. Sensitivity analysis shows the project’s economics are highly sensitive to grade Nova Minerals Ltd | Annual Report 2023 5 Importantly, the sensitivity analysis showed that the project’s overall economics is highly sensitive to mill feed grade, with just a 10% increase in the LOM mill feed grade from the current 0.73 g/t Au to 0.8 g/t Au potentially increasing the project’s NPV by US$277M to US$931M. As a result Nova’s core focus now is to define more minable resources above this grade to potentially improve the project economics further in the PFS. We already know where to look with targets established at: • RPM o 2023 drill program focused on infill and expansion of the high-grade resource o 600m high priority continuous target area linking RPM North to RPM South which intersected a 2nd large mineralized intrusive in the lower part of holes RPM-037 (ASX Announcement: 21 December 2022) and RPM-025 (ASX Announcement: 4 October 2022), with results including: - - - RPM-037: 103m @1.0 g/t Au, incl 30m @ 1.9 g/t Au, 21m @ 2.5 g/t Au from 325m RPM-037: 79m @ 1.0 g/t Au from 471m, incl. 30m @ 2.0 g/t Au from 501m RPM-025: 76m @ 1.2 g/t Au from 440m, incl 43m @ 1.5 g/t Au from 474m • Train o 2023 drill program focused on exploration and resource definition drilling to target the RPM-style mineralization at both Train and Trumpet (ASX Announcement: 16 January 2023), and in the 1.5 km strike length between the 2 prospects, with the aim to define a 3rd gold resource in the area in 2023 • Cathedral o Cathedral 2.01 Moz Au Inferred resource was not included in the Phase 2 Scoping Study with a potential high-grade target zone remaining to be drill tested (ASX Announcement: 9 March 2023) • Advanced exploration programs in 2023 to be focused on the RPM and Train areas, as well as at the highly prospective 3km long polymetallic Au-Ag-Cu system at the Stoney prospect • PFS level trade-off and optimization studies Figure 2. RPM pit shell and resource block model 6 Nova Minerals Ltd | Annual Report 2023 Figure 3. Korbel pit shell and resource block model Drill Program Results and Resource Upgrade During the 1st half of the 2023 financial year, Nova undertook a transformational ~33,000m highly targeted diamond drill program. The aim of this program was to increase both the size and confidence of the deposits across the Estelle Gold Project and to derive maiden mineral resource estimates (MRE) at both the RPM South and Cathedral prospects. Figure 4. RPM North and RPM South drill results (Note: RPM-005 was drilled in 2021) Nova Minerals Ltd | Annual Report 2023 7 Figure 5. Korbel Main and Cathedral drill results (Note: All the Korbel Main results shown on here were drilled prior to 2022) The targeted diamond drill program comprised of: • • • • • ~7,000m (24 holes) of close spaced infill and step out drilling at the RPM North deposit ~3,000m (8 holes) maiden drilling at the RPM South prospect ~17,000m (21 holes) infill drilling at Korbel Main ~5,000m (11 holes) maiden drilling at the Cathedral prospect ~1,000m (12 holes) for hydro wells for ground water monitoring as part of the environmental studies currently underway. As a result of this drilling program, the global gold resource was increased to 9.9 Moz Au (1,102Mt @ 0.3 g/t Au) across the project, including a new super high-grade Measured component from surface of 180,000 oz @ 4.1 g/t Au at RPM North and maiden Inferred resources of 2 Moz Au (240Mt @ 0.3 g/t Au) at Cathedral and 0.4 Moz Au (31Mt @ 0.4 g/t Au) at RPM South (Table 1 and Figure 6). Table 1. Estelle Gold Project – Global Mineral Resource Estimate, April 2023 8 Nova Minerals Ltd | Annual Report 2023 Figure 6. Resource Growth New Discoveries in the Train Area Geological observations from exploration undertaken during the year has indicated another potentially massive IRGS located 7km North of the high-grade RPM deposit in the Train area. Train is an exposed at surface large IRGS with a 1km strike length and 500m width. The newly discovered Trumpet located 1.5km Northwest of Train is a broad zone of gold mineralization with high-grade sheeted vein RPM style gold mineralization indicating the 2 systems are genetically linked. The 2023 drill program will drill focus on exploration and resource definition drilling at both Train and Trumpet, and the 1.5km strike length between the 2 prospects, with the aim to define a 3rd major resource area (Korbel, RPM and Train) and 5th large gold deposit on the Estelle Gold Project in 2023. Figure 7. Dense RPM style mineralized vein system outcrops observed at Train Nova Minerals Ltd | Annual Report 2023 9 Figure 8. Train area exploration and drilling targets Figure 9. The Estelle Gold Project, a 450km2 district scale project on State Alaska mining claims with over 20 prospects advancing at varying stages. And not just gold, with future targets including potentially polymetallic and porphyry copper-gold systems in the central area of the claim block to expand the exploration pipeline for longer term opportunity 10 Nova Minerals Ltd | Annual Report 2023 Significant Subsequent Events US Listing Options • The Company is very aware of the discrepancy between Nova's current valuation and the much higher valuations its peers with similar gold assets in North America, including companies like it’s newly listed neighbor US Gold Mining Inc (NASDAQ : USGO), Snowline Gold Corp (TSX- V: SGD), Rupert Resources (TSX: RUP), New Found Gold Corp (NYSE: NFGC) and Dakota Gold (NYSE: DC) are receiving on major North American exchanges. • Consequently, the Company is currently in the process of looking into its potential listing options on a major US stock exchange as soon as possible. Snow Lake Lithium Initial Assessment (IA) Report • Subsequent to the year-end, 37% owned Snow Lake Lithium reported a robust IA (commonly known in the industry as a Preliminary Economic Assessment (PEA)) technical summary report with economic metrics including a pre-tax NPV of US$1.76B, IRR of 208%, CAPEX of US$50M for a 9 year mine life and a payback period of 14 months. Please refer to the Snow Lake Lithium website for full details of this report. 2024 Financial Year Next Steps • Commencement of maiden drilling at Train • Snow Lake Lithium PEA • Update on potential US listing options • Material PFS test work results and trade-off studies as they become available • Drilling and assay results at the RPM area • Drilling and assay results at the Train area • Updated global MRE following the assay results return (Improvements on mill feed grade being the focus) • 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 Nova Minerals Ltd | Annual Report 2023 11 Strategic Investments In addition to its flagship Estelle Gold Project in Alaska, Nova also owns investments in the following strategic assets which it will monetize over time to provide funding for the Estelle project. Snow Lake Resources Ltd 6.6 million shares | 37% owned | NASDAQ: LITM Snow Lake Resources Ltd, is engaged in lithium exploration at the Thompson Brothers Lithium Project, located in Manitoba, Canada, which comprises of a dominant 56 km2 position located on Crown land and encompasses two lithium rich spodumene clusters known as the Thompson Brothers and Sherritt Gordan pegmatite dykes. The project presently has an SK-1300 compliant lithium mineral resource estimate of 9.08 Mt @ 1.00% Li2O indicated, and 1.97 Mt @ 0.98% Li2O inferred. Snow Lake is currently undertaking resource expansion drilling to significantly increase both the resource size and confidence and has initiated its feasibility studies, with an aim to be mining by 2024/25. For more information, see www.snowlakelithium.com Asra Minerals Ltd 117.3 million shares | 8.75% owned | ASX: ASR Asra Resources Ltd is a highly active gold and rare earths exploration and development company with an extensive and strategic land holding comprising of six projects and over 400km² of tenure in the Goldfields Region of Western Australia. All projects are nearby to excellent infrastructure and lie within 50km of major mining towns. The Company is entering an exciting phase in its development as its exploration to date has already resulted in several gold discoveries, including its flagship Mt Stirling Project which neighbours Red 5’s King of the Hills mine. For more information, see www.asraresources.com.au Rotor X Aircraft Manufacturing 9.9% owned | Pre-Listing Rotor X Aircraft Manufacturing is a helicopter kit manufacturing company that produces the world’s most affordable and reliable 2 seat personal helicopter. Recently Rotor X also announced that it has entered the electric vertical take-off and landing (eVTOL) market, with the aim of developing innovative, low operating cost, heavy-lift electric helicopters and drones, to support mining and other industries, as well as the growing urban air taxi market. The unprecedented potential benefits for Nova’s mining operations through the innovative application of clean aircraft technology, which are expected to lower Nova’s estimated logistics costs by a third, have been the primary motive behind the Company’s investment in aerospace company Rotor X. For more information, see www.rotorxaircraft.com 12 Nova Minerals Ltd | Annual Report 2023 Financial Report Directors’ Report Remuneration Report Auditors Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Director’s Declaration Independent Auditor’s Report 14 27 35 38 39 40 42 43 75 76 Nova Minerals Ltd | Annual Report 2023 13 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 2023. 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: Louie Simens Christopher Gerteisen Craig Bentley Rodrigo Capel Pasqua Avi Geller Anna Ladd-Kruger (resigned 29 April 2023) 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 decreased from $2,980,714 in 2022 to $2,721,273 in 2023 primarily due to decrease in director fees, marking costs, legal costs. Share-based expense was $1,200,053 in 2022 compared to $780,235 in 2023. As a result the loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $11,571,240 (2022: Gain of $34,402,821) Statement of Financial Position At 30 June 2023, the Company had cash at bank of $19,240,707 (2022: $21,278,936).During the year, trade and other receivables increased from $242,481 to $495,186 and capitalised exploration expenditure increased from $56,702,626 to $81,070,075 as result of expenditure incurred on the Estelle Gold project. At 30 June 2023, the Company had total liabilities of $8,946,817 (30 June 2022: $3,999,582). As a result, the Company had net assets of $113,389,965 on the 30 June 2023 (2022: $104,329,326). Cashflow During the year, the Company paid $3,083,677 (2022: $2,855,761) for operating activities; paid $24,139,677 (2022: $3,957,726) for investing activities; and received $25,158,558 (2022: $11,153,036) 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 the period end: The Company announced visible gold at the high-grade RPM Deposit, within the Company's flagship Estelle Gold Project, located in the prolific Tintina Gold Belt in Alaska. 14 Nova Minerals Ltd | Annual Report 2023 The Company announced that on 3 August 2023 Alaska’s State Governor, Mike Dunleavy, along with the Alaska Department of Transportation and Public Facilities (“DOT&PF”) Commissioner, Ryan Anderson visited the Company’s Estelle Gold Project located in the West Susitna Mining District, Alaska, USA. The Governor and Commissioner’s visit comprised part of an overview tour of the mining district and the proposed West Susitna Access Road (“WSAR”), for which some significant advancements have been announced recently, and will potentially provide direct all year and all weather access to the Estelle project site. The Company announced that the Rotor X Aircraft Manufacturing Company of Chandler Arizona (in which Nova holds a 9.9% investment stake), in partnership with US defense contractor Advanced Tactics, has now completed a major milestone with the development and hundreds of unmanned test flights of its new fully electric eVTOL DRAGON Personal Air Vehicle (PAV). With this major milestone achieved manned flights will now commence, with commercial delivery of the PAV beginning in September 2023. No other matters or circumstance has arisen since 30 June 2023 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 same The Company is committed to minimising the impact of its activities on the surrounding environment, while local time aiming to maximise the social, environmental and economic returns at 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. the for 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, Nova Minerals Ltd | Annual Report 2023 15 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. 16 Nova Minerals Ltd | Annual Report 2023 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; Increases in costs for transportation and shipping; and iii. 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. Nova Minerals Ltd | Annual Report 2023 17 (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. 18 Nova Minerals Ltd | Annual Report 2023 (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: Limitations on activities due to seasonal weather patterns and monsoon activity; i. Geological and hydrogeological conditions; ii. 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; Failure to achieve exploration success; ix. 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 Nova Minerals Ltd | Annual Report 2023 19 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 licences. 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. 20 Nova Minerals Ltd | Annual Report 2023 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. Nova Minerals Ltd | Annual Report 2023 21 (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. 22 Nova Minerals Ltd | Annual Report 2023 4. Other Risks Other risk factors include those normally found in conducting business, including litigation through breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel and other matters that may interfere with the Company’s business or trade. Nova Minerals Ltd | Annual Report 2023 23 Information on Directors Name: Title: Age: Experience and expertise: Louie Simens Chairman / Executive Director 41 Louie Simens has been an Executive Director of Nova since 2017. Mr. Simens is responsible for managing the company’s 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. 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 is currently director of his family construction group. Mr Simens has also been a Director and Non-Executive Chairman of Snow Lake Resources Ltd. He has also served as Non-Executive Chairman of Asra Minerals Limited , and during his time at Asra, Mr. Simens was instrumental in the company’s recapitalization and turnaround. None Other current directorships: Former directorships (last 3 yr): Asra Minerals Limited (ASX: ASR), Snow Lake Resources Ltd (NASDAQ: Interests in shares: Interests in options: Interests in rights: LITM) 8,199,866 2,478,616 800,000 Name: Title: Age: Experience and expertise: Christopher Gerstein Executive Director & CEO 50 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 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. Viridis Mining and Minerals Limited (ASX: VMM) Indonesia. Most recently, through his in Other current directorships: Former directorships (last 3 yr): None Interests in shares: Interests in options: Interests in rights: 930,281 2,579,178 800,000 24 Nova Minerals Ltd | Annual Report 2023 Name: Title: Age: Qualifications: Experience and expertise: Craig Bentley Director of Finance and Compliance 53 Bachelor of Commerce and Administration (BCA) degree, majoring in accountancy and commercial law. 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: Interests in options: Interests in rights: 3,000,002 1,094,358 0 Name: Title: Age: Qualifications: Experience and expertise: Rodrigo Capel Pasqua Non-Executive Director 34 BEng in Mining Engineering 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 technology valuations and project execution 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 Interests in shares: Interests in options: Interests in rights: 28,500 265,200 0 to systems and new Nova Minerals Ltd | Annual Report 2023 25 Name: Title: Age: Experience and expertise: Avi Geller Non-Executive Director 35 Avi Geller has extensive investment experience and a deep knowledge of corporate finance, including capital markets, venture capital, hybrid, debt and private equity. He served as Chief Investment Officer of Leonite Capital, a family office he co-founded focusing on real estate and capital markets. Mr. Geller also serves as a director of the real estate company Parkit Enterprise Inc (TSX-V: PKT | OTCQX: PKTEF) and the events and technology company Dealflow Financial Products. He previously served as chairman of Axios Mobile Assets. Parkit Enterprise Inc (TSX-V: PKT | OTCQX: PKTEF) Other current directorships: Former directorships (last 3 yr): Interests in shares: Interests in options: Interests in rights: 2,290,177 626,340 0 '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 Mr Ian Pamensky was appointed on 18 September 2019 and has over 25 years’ experience in the finance and secretarial sector for both SME and ASX-listed entities. Since 1997, Mr Pamensky has held various roles with ASX-listed companies in a number of sectors. Meetings of Directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2023, and the number of meetings attended by each director were: C Bentley R Pasqua A Geller A Ladd-Kruger L Simens C Gerteisen Full Board Held Attended 7 5 6 5 7 7 Audit and Risk Committee Held Nomination and Remuneration Committee Attended - - - - - - - - - - - - 7 7 7 5 7 7 Attended - - - - - - Held - - - - - - Held: represents the number of meetings held during the time the director held office. 26 Nova Minerals Ltd | Annual Report 2023 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 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 The Board has not established a formal 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. Presently, the Board as a whole, excluding any relevant affected director, serves as a nomination committee to the Company. 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 Nova Minerals Ltd | Annual Report 2023 27 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 29 November 2022 Annual General Meeting ('AGM') At the 29 November 2022 AGM, 93.90% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2022. 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 and Fees Bonus Long Service monetary annuation Leave Super- Non- 30 June 2023 $ $ $ $ $ Equity- Settled $ Total $ Non-Executive Directors: R Capel Pasqua A Geller A Ladd-Kruger Executive Directors: L Simens C Gerteisen C Bentley 59,545 60,000 50,684 268,000 374,208 112,000 924,437 - - - - - - - - - - - - - - - - - - - - - - - - 16,195 28,918 - 75,740 88,918 50,684 - 115,673 383,673 - 115,673 489,881 44,650 156,650 - - 321,109 1,245,546 28 Nova Minerals Ltd | Annual Report 2023 Short-Term Benefits Post- Employ- ment Long- Term Benefits Share- Based Payments Cash salary Cash and fees bonus Non- Super- monetary annuation 30 June 2022 $ $ $ $ Long service leave $ Equity- settled $ Total $ Non-Executive Directors: C Bentley R Capel Pasqua A Geller D Hersham A Ladd-Kruger 18,000 10,000 60,000 54,000 - Executive Directors: L Simens C Gerteisen 229,400 226,273 597,673 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 48,550 46,705 - - 25,320 66,550 56,705 60,000 54,000 25,320 54,351 283,751 - - 54,351 280,624 - 229,277 826,950 The proportion of remuneration linked to performance and the fixed proportion are as follows: Name Non-Executive Directors: R Capel Pasqua A Geller D Hersham A Ladd-Kruger Executive Directors: L Simens C Gerteisen C Bentley Service Agreements Percentage Fixed Remuneration Percentage Share-Based Payments 30 June 30 June 30 June 30 June 2023 2022 2023 2022 42% 29% - 100% 18% 100% 100% - 58% 71% - - 82% - - 100% 31% 38% 33% 81% 81% 27% 69% 62% 67% 19% 19% 73% Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows: Name: Title: Agreement commenced: Term of agreement: Anna Ladd Kruger Non-Executive Chairman 29 June 2022 (Resigned 29 April 2023) The Company has entered into a Non-Executive Director letter agreement with Ms Ladd Kruger on ~ 20 June 2022 . The Company has agreed to pay Ms Ladd Kruger an annual fee of CAD$60,000 (inclusive of superannuation contributions, if applicable) for up to 20 hours per month. Any excess hours will be charged at AUD$185 per hour. Nova Minerals Ltd | Annual Report 2023 29 Name: Title: Agreement commenced: Term of agreement: Rodrigo Capel Pasqua Non-Executive Director 1 May 2022 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 (inclusive of superannuation Pasqua an annual contributions, if applicable) for up to 20 hours per month. Any excess hours will be charged at AUD$300 per hour. fee of A$60,000 Name: Title: Agreement commenced: Term of agreement: Craig Bentley Director of Finance and Compliance 18 February 2022 On 9 September 2022 the Company entered into an updated agreement to pay Mr Bentley $120,000 pa (inclusive of superannuation contributions, if applicable), effective 1 September 2022 as his role changed from Non- Executive Director to Director of Finance and Compliance. 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: Title: Agreement commenced: Term of agreement: Avi Gellar Non-Executive Director 23 July 2020 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: Title: Agreement commenced: Term of agreement: Chris Gerteisen Executive Director and CEO 20 April 2022 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's twelve months’ written notice and, at the end of that notice period, make a payment to Mr Gerteisen's 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 her 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. 30 Nova Minerals Ltd | Annual Report 2023 Name: Title: Agreement commenced: Term of agreement: Louie Simens Chairman and Executive Director 20 April 2022 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 her 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. Additional Information The earnings of the consolidated entity for the five years to 30 June 2023 are summarised below: 2023 $ 2022 $ 2021 $ 2020 $ 2019 $ Revenue Net assets Net profit/(loss) 12,027 5,572 113,389,965 104,329,326 52,580,191 18,036,550 11,119,277 (3,146,996) (3,343,467) (4,276,995) (9,629,678) 38,097,293 104,662 20,000 2,145 The factors that are considered to affect total shareholders return are summarised below: Basic earnings per share (cents per share) Diluted earnings per share (cents per share) (5.77) (5.77) 19.61 18.35 (0.20) (0.20) (0.43) (0.43) (0.34) (0.34) 2023 2022 2021 2020 2019 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: Ordinary shares C Bentley R Pasqua A Geller A Ladd-Kruger * L Simens C Gerteisen Balance at the Start of the year Received as Part of Remuneration Additions Disposals/ Other Balance at the End of the Year 1,720,780 - 1,618,985 - 6,534,970 400,000 10,274,735 - 1,279,222 28,500 - 671,192 - - 35,715 - 1,664,896 530,281 - - 4,209,806 - 3,000,002 - 28,500 - 2,290,177 - 35,715 - 8,199,866 - 930,281 - 14,484,541 Nova Minerals Ltd | Annual Report 2023 31 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 the Start of the Year Granted Balance at Expired/ Forfeited/ the End of Exercised Other the Year Options over ordinary shares C Bentley R Pasqua A Geller A Ladd-Kruger * L Simens C Gerteisen Performance Rights Holding 200,000 250,000 1,000,000 250,000 - 821,429 264,250 - 550,000 (1,000,000) - 267,858 2,000,000 2,214,286 (2,000,000) (500,000) 4,200,000 6,667,823 (3,500,000) 500,000 2,550,000 (249,050) 76,340 (250,000) 72,929 1,094,358 265,200 626,340 267,858 273,330 2,487,616 29,178 2,579,178 (47,273) 7,320,550 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 the start of the year Granted Expired/ Balance at forfeited/ the end of Vested other the year Performance rights over ordinary shares L Simens C Gerteisen Colin Belshaw * 800,000 800,000 800,000 2,400,000 - - - - - - - - 800,000 - 800,000 - 800,000 - - 2,400,000 * At resignation 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. Shares Under Performance Rights There were no unissued ordinary shares of Nova Minerals Limited under performance rights outstanding at the date of this report. Shares Issued on the Exercise of Options 1,926,967 ordinary shares of Nova Minerals Limited were issued on the exercise of 3,500,000 options using cash-less exercise during the year ended 30 June 2023 and up to the date of this report. Shares Issued on the Exercise of Performance Rights There were no ordinary shares of Nova Minerals Limited issued on the exercise of performance rights during the year ended 30 June 2023 and up to the date of this report. 32 Nova Minerals Ltd | Annual Report 2023 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 19 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 19 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. Nova Minerals Ltd | Annual Report 2023 33 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 ___________________________ Louie Siemens Executive Chairman 11 September 2023 34 Nova Minerals Ltd | Annual Report 2023 Auditor’s Independence Declaration Nova Minerals Ltd | Annual Report 2023 35 Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Director’s Declaration Independent Auditor’s Report 38 39 40 42 43 75 76 36 Nova Minerals Ltd | Annual Report 2023 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. The directors have the power to amend and reissue the financial statements. Nova Minerals Ltd | Annual Report 2023 37 Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2023 Revenue Interest income Other income, gains, and losses Foreign exchange movement on financial liability Gain from sale of property plant and equipment Management fee Fair value (loss)/gain on investments Gain from sale of investment Gain from deconsolidation of Snow Lake Resources Loss on disposal on Snow Lake Resources Loss on derivative liabilities Impairment of Investment in Snow Lake Resources Foreign exchange gain Share of profits(losses) of associate accounted for using equity method Total revenue Expenses Administration expenses Contractors & consultants Share based payments Amortisation of financial liability Finance costs Total expenses Consolidated 30 June 30 June Note 2023 $ 2022 $ 12,027 20,000 (24,883) 16,137 47,423 (2,577,419) - - - 1,870,042 - 868,392 (6,254,759) (6,043,040) - - - 565,317 232,596 91,778,097 (9,102,187) 133,649 (45,556,885) 1,533,601 29,088 39,633,276 (2,721,273) (739,380) (780,235) (928,281) (359,031) (5,528,200) (2,980,714) (907,623) (1,200,053) - (142,065) (5,230,455) 9 9 8 8 8 8 4 4 26 4 Profit/(Loss) Before Income Tax Expense Income tax expense (11,571,240) 34,402,821 5 - - Profit/(Loss) After Income Tax Expense for the Year (11,571,240) 34,402,821 Other Comprehensive Income Items that may be reclassified subsequently to profit or loss Foreign currency translation 1,941,562 3,694,472 Other comprehensive income for the year, net of tax 1,941,562 3,694,472 Total Comprehensive Income/(Loss) for the Year (9,629,678) 38,097,293 Profit/(loss) for the year is attributable to: Non-controlling interest Owners of Nova Minerals Limited Total comprehensive income/(loss) for the year is attributable to: Non-controlling interest Owners of Nova Minerals Limited Basic earnings/(loss) per share Diluted earnings/(loss) per share (87,149) (11,484,091) (281,733) 34,684,554 (11,571,240) 34,402,821 205,159 (9,834,837) 272,558 37,824,735 (9,629,678) 38,097,293 Cents Cents 25 25 (5.77) (5.77) 19.61 18.35 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes 38 Nova Minerals Ltd | Annual Report 2023 Consolidated Statement of Financial Position For the Year Ended 30 June 2023 Assets Current Assets Cash and cash equivalents Trade and other receivables Total current assets Non-Current Assets Investment in associate Other financial assets Property, plant and equipment Exploration and evaluation Total non-current assets Total Assets Liabilities Current Liabilities Trade and other payables Convertible notes Total current liabilities Non-Current Assets Convertible notes Total non-current liabilities Total Liabilities Net Assets Equity Issued capital Foreign currency reserves Share based-payment reserves Accumulated losses Equity attributable to the owners of Nova Minerals Limited Non-controlling interest Consolidated 30 June 30 June Note 2023 $ 2022 $ 6 19,240,707 495,186 7 19,735,893 21,278,936 242,481 21,521,417 8 16,767,507 1,738,137 9 10 3,025,170 11 81,070,075 102,600,889 23,022,266 3,963,791 3,118,808 56,702,626 86,807,491 122,336,782 108,328,908 12 2,414,485 1,179,788 3,594,273 3,999,582 - 3,999,582 12 5,352,544 5,352,544 - - 8,946,817 3,999,582 113,389,965 104,329,326 13 3,875,305 8,726,228 13 142,986,671 125,713,259 2,226,051 7,309,323 (49,985,023) (38,500,932) 105,603,181 96,747,701 7,581,625 7,786,784 15 Total Equity 113,389,965 104,329,326 The above consolidated statement of financial position should be read in conjunction with the accompanying notes Nova Minerals Ltd | Annual Report 2023 39 Consolidated Statement of Changes in Equity For the Year Ended 30 June 2023 Share Based Payments Foreign Currency Reserves Reserves Issued Capital Consolidated $ $ $ Accumulate d Losses $ Non- Controll- ing Interest $ Total Equity $ Balance at 1 July 2021 114,922,698 6,733,118 (816,390) (74,055,061) 5,795,826 52,580,191 Profit/(loss) after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Movement in non- controlling interest due to increase in issued capital of AKCM Pty Ltd Movement in equity of Snow Lake Resources due to loss of control - - - - - - 34,684,554 (281,733) 34,402,821 - 3,140,181 - 554,291 3,694,472 - 3,140,181 34,684,554 272,558 38,097,293 - 144,086 (3,029,107) 2,897,325 12,304 - (1,043,848) (241,826) 3,898,683 (1,384,085) 1,228,924 12,000,000 Transactions with owners in their capacity as owners: Issue of shares for cash (Note 13) Exercise of performance rights (Note 13) Share issue costs (Note 13) Share options expense for period (Note 26) Performance rights granted (Note 26) 312,000 (1,521,439) - - 1,457,000 163,053 - - - - - - - - - - - 12,000,000 312,000 (1,521,439) 1,457,000 163,053 - - - Balance at 30 June 2022 125,713,259 7,309,323 2,226,051 (38,500,931) 7,581,624 104,329,326 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 40 Nova Minerals Ltd | Annual Report 2023 Consolidated Statement of Changes in Equity (Continued) For the Year Ended 30 June 2023 Share Based Payments Foreign Currency Reserves Reserves $ $ Non- Controll- ing Interest $ Accumulated Losses $ Issued Capital $ Total 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 Profit/(loss) after income tax expense for the year Other comprehensive income/(loss) for the year, net of tax Total comprehensive income/(loss) for the year - - - - - (11,484,091) (87,149) (11,571,240) - 1,649,254 - 292,308 1,941,562 - 1,649,254 (11,484,091) 205,159 (9,629,678) 19,059,988 Transactions with owners in their capacity as owners: Issue of shares for cash (Note 13) Exercise of performance rights (Note 13) Share issue costs (Note 13) Share options expense for period (Note 26) Performance rights granted (Note 26) 40,130 (1,826,706) - - - - 1,116,829 300,076 - - - - - - - - - 19,059,988 40,130 (1,826,706)) 1,116,829 300,076 - - - 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 changes in equity should be read in conjunction with the accompanying notes Nova Minerals Ltd | Annual Report 2023 41 Consolidated Statement of Cash Flows For the Year Ended 30 June 2023 Consolidated 30 June 30 June Note 2023 $ 2022 $ Cash Flows from Operating Activities Payments to suppliers and employees (inclusive of GST) Interest received Interest and other finance costs paid (3,095,422) (2,849,722) - (6,039) 13,530 (1,785) Net cash used in operating activities 24 (3,083,677) (2,855,761) Cash Flows from Investing Activities Payments for property, plant and equipment Payments for exploration and evaluation Loans to Snow Lake Resources Loans to other entity Loans to related party Payments to acquire investments Proceeds from disposal of Investments Loss of cash due to deconsolidation of Snow Lake Resources Convertible note Asra Minerals Proceeds from disposal of property, plant and equipment (213,299) 100,000 - 103,813 (271,182) (1,055,878) (23,647,509) (24,799,177) 274,342 10,000 41,814 (648,988) - 22,279,880 (59,719) - - (250,000) - 38,500 Net cash used in investing activities (24,139,677) (3,957,726) Cash Flows from Financing Activities Proceeds from issue of shares Proceeds from Issue of derivative financial liability Proceeds from exercise of options Share issue transaction costs Net cash from financing activities Net increase(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents 13 19,059,988 12,000,000 - 7,449,210 39,871 - (846,964) (1,390,454) 25,158,615 11,153,036 (2,064,739) 4,339,549 21,278,936 15,516,112 1,423,275 26,510 Cash and Cash Equivalents at the End of the Financial Year 6 19,240,707 21,278,936 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 42 Nova Minerals Ltd | Annual Report 2023 Notes to the Financial Statements Note 1: Significant Accounting Policies Note 2: Critical Accounting Judgements, Estimates and Assumptions Note 3: Operating Segments Note 4: Expenses Note 5: Income Tax Expense Note 6: Current Assets – Cash and Cash Equivalents Note 7: Current Assets – Trade and Other Receivables Note 8: Non-Current Assets – Investment in Associate Note 9: Non-Current Assets – Other Financial Assets Note 10: Non-Current Assets – Property, Plant and Equipment Note 11: Non-Current Assets – Exploration and Evaluation Note 12: Convertible Notes Note 13: Equity – Issued Capital Note 14: Equity – Share Based-Payment Reserves Note 15: Equity – Non-Controlling Interest Note 16: Financial Instruments Note 17: Fair Value Measurements Note 18: Key Management Personnel Disclosures Note 19: Remuneration of Auditors Note 20: Contingent Liabilities Note 21: Related Party Transactions Note 22: Parent Entity Information Note 23: Interests in Subsidiaries Note 24: Reconciliation of Profit/(Loss) After Income Tax to Net Cash Used in Operating Activities Note 25: Earnings/(Loss) Per Share Note 26: Share-Based Payments 44 52 53 54 54 55 55 55 56 57 58 59 60 60 61 61 64 64 65 65 65 66 67 69 69 70 Note 27: Events After the Reporting Period 73 Nova Minerals Ltd | Annual Report 2023 43 Notes to the Consolidated Financial Statements For the Year Ended 30 June 2023 Note 1 Significant Accounting Policies 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. 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 20. 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 2023 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. 44 Nova Minerals Ltd | Annual Report 2023 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. Nova Minerals Ltd | Annual Report 2023 45 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. 46 Nova Minerals Ltd | Annual Report 2023 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. 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. 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, it's carrying value is written off. Nova Minerals Ltd | Annual Report 2023 47 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. 48 Nova Minerals Ltd | Annual Report 2023 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. Termination Benefits Termination benefits are recognised when a detailed plan of termination has been communicated to affected employees. They are measured as short-term employee benefits when expected to be settled wholly within 12 months of the reporting date or as long-term benefits when not expected to be settled within 12 months of the reporting date. Nova Minerals Ltd | Annual Report 2023 49 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. 50 Nova Minerals Ltd | Annual Report 2023 Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Fair Value Measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Issued Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Earnings per share Basic Earnings Per Share Basic earnings per share is calculated by dividing the profit attributable to the owners of Nova Minerals Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Nova Minerals Ltd | Annual Report 2023 51 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 2023. 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. 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. 52 Nova Minerals Ltd | Annual Report 2023 Fair Value Measurement Hierarchy The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs. Estimation of Useful Lives of Assets The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. Exploration and Evaluation Costs Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortised in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be recovered either through successful development or sale of the relevant mining interest. Factors that could impact the future commercial production at the mine include the level of reserves and resources, future technology changes, which could impact the cost of mining, future legal changes and changes in commodity prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made. 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 2023 the Canadian assets relate to the investment in associate and the exploration asset has been eliminated due to the deconsolidation. Geographical Information Australia Canada United States Interest Income 30 June 2023 $ 30 June 2022 $ Geographical Non-Current Assets 30 June 30 June 2023 $ 2022 $ 7,397 20,000 - - - 4,630 1,470,024 4,527,957 17,280,200 23,022,266 84,363,356 59,257,269 12,027 20,000 103,113,580 86,807,492 Nova Minerals Ltd | Annual Report 2023 53 Note 4. Expenses Profit/(loss) before income tax includes the following specific expenses: Depreciation Superannuation Corporate and Consultants Finance Charges Note 5. Income Tax Expense Consolidated 30 June 30 June 2023 $ 2022 $ 456,904 1,151 739,380 359,031 346,828 2,291 907,623 142,065 1,556,466 1,398,807 Consolidated 30 June 2023 $ 30 June 2022 $ Numerical reconciliation of income tax expense and tax at the statutory rate Profit/(loss) before income tax expense (11,571,240) 34,402,821 Tax at the statutory tax rate of 25% (2022: 25%) (2,892,810) 8,600,705 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Share-based payments Share of profits(losses) - associates Current year temporary differences not recognised 195,059 300,013 (7,272) 1,563,690 (1,134,061) 8,893,446 1,134,061 (8,893,446) Income tax expense - - Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit @ 25% Consolidated 30 June 30 June 2023 $ 2022 $ 20,942,089 19,808,028 5,235,522 4,952,007 The tax losses do not expire under current tax legislation. 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 Company can utilise the benefits. These tax losses are also subject to final determination by the taxation authorities when the company derives taxable income. 54 Nova Minerals Ltd | Annual Report 2023 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 Cash at bank Note 7. Current Assets - Trade and Other Receivables Other receivable Rent bond Prepayments GST receivable Consolidated 30 June 30 June 2023 $ 2022 $ 19,240,707 21,278,936 Consolidated 30 June 2023 $ 30 June 2022 $ 264,705 5,830 217,351 7,300 29,216 5,830 64,575 142,860 495,186 242,481 The Company’s exposure to credit risk related to trade and other receivables are disclosed in note 16. Note 8. Non-Current Assets - Investment in Associate Consolidated 30 June 2023 $ 30 June 2022 $ Investment in Snow Lake Resources 16,767,507 23,022,266 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 Fair value of Snow Lake Resources investment at date of deconsolidation Disposals Loss on disposal on Snow Lake Resources Share of Snow Lake Resources profits(losses) for period Impairment of investment in Snow Lake Resources 23,022,266 - - 99,709,182 - (22,056,932) (9,102,187) - 29,088 (6,254,759) - (45,556,885) Closing carrying amount 16,767,507 23,022,266 Nova Minerals Ltd | Annual Report 2023 55 Consolidated 30 June 2023 $ 30 June 2022 $ Gain on deconsolidation of Snow Lake Resources Fair value of Snow Lake Resources investment at date of deconsolidation Less carrying value of net assets on deconsolidation - - 99,709,182 (7,931,084) Gain on deconsolidation of Snow Lake Resources - 91,778,098 On the 23 November 2021 Nova Minerals’ 73.8% owned subsidiary Snow Lake Resources completed an initial public offering on the NASDAQ stock exchange. Following the flotation Nova’s shareholding in Snow Lake Resources was reduced to 54.5% and 46.1% on a fully diluted basis. 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 Consolidated Financial Statements Nova Minerals therefore derecognised the assets and liabilities of the Snow Lake Resources group in its consolidated statement of financial position as at 23 November 2021, generating a loss on deconsolidation recognised in the consolidated profit and loss statement of the group in the period. Nova Minerals was determined by the directors to retain significant influence over Snow Lake Resources and therefore Nova Mineral’s remaining interest in Snow Lake Resources has been recognised as an investment in an associate at fair value as at the date of control loss and the equity method of investment accounting applied. Note 9. Non-Current Assets - Other Financial Assets Investments in Asra Minerals Limited at fair value Investment in Alaska Asia Clean Energy Corp at fair value Loans granted to related parties note 21 Convertible note in ASRA Minerals Limited Consolidated 30 June 30 June 2023 $ 2022 $ 1,220,024 3,797,443 - 166,348 - 205,887 62,226 250,000 1,738,137 3,963,791 56 Nova Minerals Ltd | Annual Report 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 Addition Alaska Asia Clean Energy Corp Aara Minerals Shares Asra Minerals Options Disposal Asra Minerals Shares Gain on disposal Asra Minerals shares Movement in fair value Asra Minerals Shares Asra Minerals ASROB options Closing fair value Consolidated 30 June 30 June 2023 $ 2022 $ 3,797,443 2,734,349 205,867 - - 495,590 46,509 - (238,927) - 232,596 (2,112,330) (465,089) 62,238 465,088 1,425,891 3,797,443 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 8.15% ownership. Note 10. Non-Current Assets - Property, Plant and Equipment Plant and equipment - at cost Less: Accumulated depreciation Reconciliations Opening balance Additions Foreign exchange movement Depreciation expense Disposals Carrying amount at end of period Consolidated 30 June 30 June 2023 $ 2022 $ 4,206,168 3,854,410 (735,602) (1,180,998) 3,025,170 3,118,808 Consolidated 30 June 30 June 2023 $ 2022 $ 3,118,808 2,370,972 937,981 156,683 (346,828) - 283,655 98,474 (456,904) (18,863) 3,025,170 3,118,808 Nova Minerals Ltd | Annual Report 2023 57 Note 11. Non-Current Assets - Exploration and Evaluation Exploration and evaluation expenditure 81,070,075 56,702,626 Reconciliations Consolidated 30 June 30 June 2023 $ 2022 $ Opening balance Additions Deconsolidation of Snow Lake Resources Revaluation due to foreign exchange Carrying amount at end of year Consolidated 30 June 30 June 2023 $ 2022 $ 56,702,626 35,843,069 22,157,270 26,910,709 - (8,532,572) 2,481,420 2,210,179 81,070,075 56,702,626 58 Nova Minerals Ltd | Annual Report 2023 Note 12. Convertible Notes Current liabilities Financial derivative liability Financial liability Non-current liabilities Financial liability Consolidated 30 June 30 June 2023 $ 2022 $ 250,921 928,867 1,179,788 5,352,544 6,532,332 Reconciliations Reconciliation of convertible note since inception to 30 June 2023 is set out below: The initial recognition of the financial liability and derivative was: Financial derivative liability Financial liability Movement to 30 June 2023 Loss on financial derivative Amortisation of financial liability Consolidated 30 June 30 June 2023 $ 2022 $ 2,120,963 5,328,247 7,449,210 (1,870,042) 953,164 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. 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 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. 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. Nova Minerals Ltd | Annual Report 2023 59 Note 13. Equity - Issued Capital Consolidated 30 June 2023 30 June 2022 30 June 2023 30 June 2022 Shares Shares $ $ Issued capital Share issue costs 210,889,961 - 180,202,285 - 149,346,415 (6,559,744) 130,246,297 (4,533,038) 210,889,961 180,202,285 142,986,671 125,713,259 Ordinary share - issued and fully paid June 2023 No June 2023 June 2022 $ No June 2022 $ At the beginning of the period - Contributions of equity - Shares issued on conversion of options - Shares issued on conversion of conversion of cashless options - Share buy back - Performance rights exercised Note 26 - Consolidation of shares adjustment (a) - Share issue costs - share based payments note 25 - Share issue costs - cash payments 180,202,285 125,713,259 1,680,946,647 109,090,910 - 27,228,501 19,059,988 40,130 100,185 114,922,698 12,000,000 - 3,358,990 - - - - - - - - 12,000,000 - (1,621,835,272) - - 312,000 - - - (636,670) (1,190,036) - - (732,000) (789,439) Closing balance 210,889,961 142,986,671 180,202,285 125,713,259 (a) On the 29 November 2021 the company completed share consolidation on a 10:1 basis 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 14. Equity - Share Based-Payment Reserves Share-based payments reserve Consolidated 30 June 30 June 2023 $ 2022 $ 8,726,228 7,309,323 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. 60 Nova Minerals Ltd | Annual Report 2023 Note 14. Equity - Share based-payment reserves (continued) Movements in reserves Movements in each class of reserve during the financial years are set out below: Consolidated 30 June 30 June 2023 $ 2022 $ Opening balance Movement in reserve due to deconsolidation of Snow Lake Resources (note 8) Options expense in period (note 26) Performance rights granted (note 26) 7,309,323 6,733,118 - (1,043,848) 1,116,829 1,457,000 163,053 300,076 Closing balance 8,726,228 7,309,323 Note 15. Equity - Non-Controlling Interest Issued capital Reserves Accumulated losses Consolidated 30 June 30 June 2023 $ 2022 $ 7,357,911 7,357,911 392,832 (169,118) 685,141 (256,268) 7,786,784 7,581,625 As of the 30 June 2023 the non-controlling interest is 15% equity holding in AKCM Pty Ltd (2022: 15%). Note 16. 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 Company operates internationally and therefore there is exposure to foreign exchange risk arising from currency exposures. The Company is not exposed to equity security price risk and holds no equity investments. The Company is not exposed to commodity price risk as the Company 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: Nova Minerals Ltd | Annual Report 2023 61 Variable Rate Instruments Cash and cash equivalents Consolidated 30 June 30 June 2023 $ 2022 $ 19,240,707 21,278,936 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 2022. The following table summarises the sensitivity of the Company’s financial assets (cash) to interest rate risk: Carrying Amount $ Profit or Loss Profit or Loss Equity 100 bp 100 bp 100 bp Increase Decrease Increase $ $ $ Equity 100 bp Decrease $ 30 June 2023 Variable rate instruments Cash and cash equivalents 19,240,707 192,407 (192,407) 192,407 (192,407) Carrying Amount $ Profit or Loss Profit or Loss Equity 100 bp 100 bp 100 bp Increase Decrease Increase $ $ $ Equity 100 bp Decrease $ 30 June 2022 Variable rate instruments Cash and cash equivalents Credit Risk 21,278,936 212,789 (212,789) 212,789 (212,789) 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 30 June 2023 $ 2022 $ 19,240,707 21,278,936 142,860 7,300 19,248,007 21,421,796 Cash and cash equivalents BAS Receivables 62 Nova Minerals Ltd | Annual Report 2023 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 % Consolidated - 30 June 2023 6 Months or Less $ 6 to 12 Months $ Between 2 and 5 Years $ Over 5 Years $ Total Contractual Cash Flows $ Non-derivatives Non-interest bearing Trade payables Interest-bearing Financial liability Total non-derivatives Derivatives Financial derivative liability Total non-derivatives - 2,414,485 - - - 2,414,485 - - - 928,867 5,352,544 2,414,485 928,867 5,352,544 - - 6,281,411 8,695,896 - 250,921 - 250,921 - - - - - - Weighted Average Interest Rate % Consolidated - 30 June 2022 6 Months or Less $ 6 to 12 Months $ Between 2 and 5 Years $ Over 5 Years $ Total Contractual Cash Flows $ Non-derivatives Non-interest bearing Trade payables Total non-derivatives Fair Value - 3,999,852 3,999,852 - - - - - - 3,999,852 3,999,852 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. Nova Minerals Ltd | Annual Report 2023 63 Note 17. 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 Consolidated - 30 June 2023 Assets Investments at fair value Convertible note in Asra Minerals Total assets Liabilities Financial derivative liability Financial liability – Current Financial liability – Non-current Total assets Consolidated - 30 June 2022 Assets Investments at fair value Total assets Level 1 Level 2 Level 3 $ $ $ Total $ 1,425,000 - 1,425,000 - 250,000 250,000 - 1,425,000 - 250,000 - 1,675,000 250,921 928,867 5,352,544 6,532,332 - - - - 250,921 - 928,867 - - 5,352,544 - 6,532,332 Level 1 Level 2 Level 3 $ $ $ Total $ 3,797,443 3,797,443 - - - 3,797,443 - 3,797,443 Note 18. 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 30 June 2023 $ 2022 $ 924,437 321,109 597,673 229,277 1,245,546 826,950 Short-term employee benefits Share-based payments 64 Nova Minerals Ltd | Annual Report 2023 Note 19. Remuneration of Auditors During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditors of the company: Audit services - RSM Australia Partners Audit or review of the financial statements Other services - RSM Australia Partners Preparation of the tax return Other services - RSM USA Preparation of the tax return Note 20. Contingent Liabilities Consolidated 30 June 30 June 2023 $ 2022 $ 81,000 77,500 38,849 3,656 52,730 - 172,579 81,156 There are no contingent liabilities that the consolidated entity has become aware of at 30 June 2023 and 30 June 2022. Note 21. Related Party Transactions Parent entity Nova Minerals Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in Note 23. Key management personnel Disclosures relating to key management personnel are set out in Note 18 and the remuneration report included in the directors' report. The following transactions occurred with related parties: Consolidated 30 June 30 June 2023 $ 2022 $ Payment for goods and services: Payment to Benison Contractors Pty Ltd a company of Louie Siemens for Snow Lake Resources director fee Payment to Christopher Gerteisen for Snow Lake Resources consulting fees Payment to Speedy Investments Pty Ltd a company of Craig Bentley for consulting fees Payment to Harpia Group AG a company of Rodrigo Pasqua for consulting fees - - - - 33,066 6,533 1,700 12,160 56 Nova Minerals Ltd | Annual Report 2022 Nova Minerals Ltd | Annual Report 2023 65 Loans to/from related parties The following balances are outstanding at the reporting date in relation to loans with related parties: Current Receivables: Snow Lake Resources other receivable Non-Current Receivables: Loan to Rotor X Consolidated 30 June 30 June 2023 $ 2022 $ 150,207 29,216 62,226 166,348 Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates Note 22. Parent Entity Information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit/(loss) after income tax Total comprehensive income/(loss) Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Share-based payments reserve Accumulated losses Total equity Parent 30 June 2023 $ 30 June 2022 $ (10,534,690) 39,569,245 (10,534,690) 39,569,245 Parent 30 June 30 June 2023 $ 2022 $ 17,352,971 6,338,838 118,145,995 103,094,398 1,799,920 256,494 7,152,464 256,494 142,986,671 125,713,259 7,309,323 (40,719,368) (30,184,678) 8,726,228 110,993,531 102,837,904 Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2023 and 30 June 2022. 66 Nova Minerals Ltd | Annual Report 2023 Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022. Significant accounting policies The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1. Note 23. 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 / Country of Incorporation Ownership Interest 30 June Ownership Interest 30 June Ownership Interest 30 June Ownership Interest 30 June Class of Shares 2023 % 2022 % 2023 % 2022 % Australia Ordinary 85.00% 85.00% 15.00% 15.00% USA USA USA Ordinary 100.00% 100.00% Ordinary 100.00% 100.00% Ordinary 100.00% - - - - - - - Name AKCM (Aust) Pty Ltd* AK Operations LLC AK Custom Mining LLC Alaska Range Resources LLC *AKCM (Aust) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC. Nova Minerals Ltd | Annual Report 2023 67 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 Snow Lake Resources Ltd Alaska Range Resources LLC 30 June 2023 30 June 2022 30 June 2023 30 June 2022 30 June 2023 $ $ $ $ $ Summarised statement of financial position Current assets Non-current assets 1,827,323 83,964,996 15,182,579 59,691,189 Total assets 85,792,319 74,873,768 Current liabilities 141,459 3,743,091 Total liabilities 141,459 3,743,091 Net assets/(liabilities) 85,650,860 71,130,677 Summarised statement of profit or loss and other comprehensive income Revenue Expenses 20,697 (495,779) - (450,134) Loss before income tax expense Income tax expense (475,082) - (450,134) - Loss after income tax expense (475,082) (450,134) Other comprehensive income/(loss) Total comprehensive income/(loss) - - (475,082) (450,134) - - - - - - - - - - - - - - - - - - - - - - 555,600 - 555,600 1,652,893 1,652,893 (1,097,293) - (817,608) 70 (561,538) (817,608) - (561,468) - (817,608) (561,468) - - (817,608) (561,468) (274,751) (394,604) (11,149) - (10,331,271) 11,349,211 Statement of cash flows Net cash used in operating activities Net cash from/(used in) investing activities Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Other financial information Loss attributable to non- controlling interests Accumulated non-controlling interests at the end of reporting period 68 Nova Minerals Ltd | Annual Report 2023 (238,904) (9,139,831) (13,239,174) - 19,980,149 - (13,478,078) 10,840,318 - (285,900) 623,336 (71,262) (67,520) (308,974) (237,712) - - (214,213) (868,653) - - Note 24. Reconciliation of (loss)/profit after income tax to net cash used in operating activities (Loss)/profit after income tax expense for the year (11,571,240) 34,402,821 Consolidated 30 June 2023 30 June 2022 $ $ Adjustments for: Gain from sale of equipment Fair value gain on investments Amortisation of financial liability Depreciation Management fee Share based payments (Note 26) Non-cash finance costs Gain from deconsolidation of Snow Lake Resources Loss on disposal on Snow Lake Resources Foreign exchange movement on financial liability Interest income Impairment of Investment in Snow Lake Resources Share of loss - associates Foreign exchange gain intercompany loans Change in operating assets and liabilities: Increase in trade and other receivables Increase in trade and other payables (16,137) 2,577,419 928,281 456,904 (47,423) 780,235 (1,870,042) - - 24,883 - - 6,254,759 (868,392) - (565,317) - 346,828 - 1,200,053 (133,649) (91,778,097) 9,102,187 - (20,000) 45,556,885 29,088 (1,533,601) (96,579) 363,655 (47,469) 584,510 Net cash used in operating activities (3,083,677) (2,855,761) Note 25. Earnings/(Loss) per share (Loss)/profit after income tax Non-controlling interest (Loss)/profit after income tax Consolidated 30 June 2023 30 June 2022 $ $ (11,571,240) 87,149 34,402,821 281,733 (11,484,091) 34,684,554 Number Number Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Options over ordinary shares 198,977,884 176,847,043 - 12,150,000 Weighted average number of ordinary shares used in calculating diluted earnings per share 198,977,884 188,997,043 Nova Minerals Ltd | Annual Report 2023 69 Basic earnings/(loss) per share Diluted earnings/(loss) per share Cents Cents (5.77) (5.77) 19.61 18.35 As of the 30 June 2023 there were 33,572,158 (2022: 12,150,000) outstanding unlisted options that would be included in the diluted calculation. Note 26. 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 2023 30 June 2022 $ $ 332,560 144,591 3,009 - - 480,160 - - - 395,000 330,000 725,000 - 300,076 300,076 312,000 163,053 475,053 780,236 1,200,053 Consolidated 30 June 2023 30 June 2022 $ $ 636,670 - - 732,000 636,670 732,000 Recognised in profit & loss : Director options 1 Consultant options 2 Director options 3 Advisor options 6 Advisor options 7 Total options granted Performance Rights Performance rights exercised note 13 Performance rights granted Total performance rights Total Recognised in equity: Options issued to brokers 4 Options issued to brokers 5 70 Nova Minerals Ltd | Annual Report 2023 Options granted For the options granted during the June 2023 financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows: Recognised in Grant date Number of options issued Expiry date Vesting date Share price at grant date Exercise Price Expected Volatility Risk-Free Interest Rate Trinomial step Early exercise factor Underlying fair value at grant date The total share-based payment expense recognised form the amortisation as of the 30 June 2023 for the issued options Vesting terms 1 Director Options 2 Consultants Options Profit & Loss 29/11/2022 5,750,000 30/11/2025 30/11/2025 0.66 1.20 90% 3.24% 200 2.50 0.299 332,560 Profit & Loss 29/11/2022 2,500,000 30/11/2025 30/11/2025 0.66 1.20 90% 3.24% 200 2.50 0.299 144,591 Continuous employment and, $1bn project valuation Continuous employment and, $1bn project valuation Recognised in Grant date Number of options issued Expiry date Vesting date Share price at grant date Exercise Price Expected Volatility Risk-Free Interest Rate Trinomial step Early exercise factor Underlying fair value at grant date Fair Value Recognised in Grant date Issued date Number of options issued Expiry date Vesting date Share price at grant date Exercise Price Expected Volatility Risk-Free Interest Rate Underlying fair value at grant date Fair Value 3. Director Options 4. Broker Options Profit & Loss 29/11/2022 200,000 7/10/2023 29/11/2022 0.66 2.20 90% 3.18% 200 2.5 0.0329 3,009 Equity 16/09/2022 1,714,286 16/09/2025 16/09/2022 0.78 0.91 90% 3.45% 200 2.5 0.3714 636,670 5 Broker options 6 Advisor options 7 Advisor options Equity note 13 27/09/2021 27/09/2021 1,200,000 27/09/2023 27/09/2021 1.45 2.200 100% 0.26% 0.61 732,000 P&L 20/10/2021 20/10/2021 500,000 20/05/2023 20/10/2021 1.55 1.350 100% 0.26% 0.79 395,000 P&L 20/10/2021 20/10/2021 500,000 7/10/2023 20/10/2021 1.55 2.200 100% 0.26% 0.66 330,000 Nova Minerals Ltd | Annual Report 2023 71 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 On or before 28 October 2022 On or before 28 January 2023 On or before 2 December 2022 On or before 29 December 2023 On or before 20 May 2023 On or before 23 Sept 2023 On or before 30 November 2024 On or before 30 November 2025 On or before 16 January 2026 On or before 30 April 2024 Total 0.40 6,100,000 150,000 0.56 0.60 750,000 3.00 1,050,000 0.75 1,100,000 1.35 1,100,000 2.20 1,700,000 1.10 1.20 0.91 0.70 - - (6,100,000) - (150,000) - - - (750,000) - (1,050,000) - - - - - (1,600,000) 500,000 - - 200,000 - - - 13,614,264 - - - 8,250,000 - - 1,714,286 - - (185) - 6,993,793 11,950,000 31,272,343 (6,250,185) (3,400,000) - - - - 1,100,000 - 1,900,000 13,614,264 8,250,000 1,714,286 6,993,608 33,572,158 Option movement June 2022 Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30 June 2022 financial year: Exercise period Exercise price Beginning balance Issued Exercised Lapsed Ending balance On or before 19 September 2022 On or before 28 October 2022 On or before 28 January 2023 On or before 2 December 2022 On or before 29 December 2023 On or before 20 May 2023 On or before 27 September 2023 On or before 20 May 2023 On or before 7 October 2023 Total 0.40 0.56 0.60 3.0 0.75 1.35 2.20 1.40 2.20 6,100,000 150,000 750,000 1,050,000 1,100,000 600,000 - - - - - - - 1,200,000 - 500,000 - 500,000 9,750,000 2,200,000 - - - - - - - - - - - - - - - - - - - - 6,100,000 150,000 750,000 1,050,000 1,100,000 600,000 1,200,000 500,000 500,000 11,950,000 On the 29 November 2021 the company completed share consolidation on a 10:1 basis 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 2023 was 1.51 years (2022: 0.60 years). Performance rights During the period 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. 72 Nova Minerals Ltd | Annual Report 2023 Vesting conditions for the rights are set out in the table below: Class of Performance Rights Applicable Milestone Lapse Date 5 years from issue Class A Performance Rights Class B Performance Rights Class C 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. Completion of the first gold pour (defined as a minimum quantity of 500 oz.) from the Korbel Main deposit. 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. Rights Issued 600,000 600,000 5 years from issue 5 years from issue 1,200,000 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 30 June 2022 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 $163,053 for the 30 June 2022 financial year Set out below are the summaries of Performance rights granted during period as share based payments Grant date Expiry date Class Granted Price at grant date Expired/ Lapsed/ Exercised other Balance at the end of the year 24/11/2021 24/11/2021 24/11/2021 24/11/2026 24/11/2026 24/11/2026 A B C $1.30 $1.30 $1.30 600,000 600,000 1,200,000 - - - - - - 600,000 600,000 1,200,000 Note 27. Events after the reporting period The following events have occurred subsequent to the period end: The Company announced visible gold at the high-grade RPM Deposit, within the Company's flagship Estelle Gold Project, located in the prolific Tintina Gold Belt in Alaska. Nova Minerals Ltd | Annual Report 2023 73 The Company announced that on 3 August 2023 Alaska’s State Governor, Mike Dunleavy, along with the Alaska Department of Transportation and Public Facilities (“DOT&PF”) Commissioner, Ryan Anderson visited the Company’s Estelle Gold Project located in the West Susitna Mining District, Alaska, USA. The Governor and Commissioner’s visit comprised part of an overview tour of the mining district and the proposed West Susitna Access Road (“WSAR”), for which some significant advancements have been announced recently, and will potentially provide direct all year and all weather access to the Estelle project site. The Company announced that the Rotor X Aircraft Manufacturing Company of Chandler Arizona (in which Nova holds a 9.9% investment stake), in partnership with US defense contractor Advanced Tactics, has now completed a major milestone with the development and hundreds of unmanned test flights of its new fully electric eVTOL DRAGON Personal Air Vehicle (PAV). With this major milestone achieved manned flights will now commence, with commercial delivery of the PAV beginning in September 2023. No other matters or circumstance has arisen since 30 June 2023 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. 74 Nova Minerals Ltd | Annual Report 2023 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 2023 and of its performance for the financial year ended on that date; and There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. 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 ___________________________ Louie Simens Executive Chairman 11 September 2023 Nova Minerals Ltd | Annual Report 2023 75  Independent Auditor’s Report 76 Nova Minerals Ltd | Annual Report 2023 Nova Minerals Ltd | Annual Report 2023 77  78 Nova Minerals Ltd | Annual Report 2023 Nova Minerals Ltd | Annual Report 2023 79  80 Nova Minerals Ltd | Annual Report 2023 ASX Additional Information 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 28 August 2023. (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 ASX at the same time that this Annual Report is lodged with ASX. Capital Structure Security Fully Paid Ordinary Shares Unlisted - Unl Bonus Opt @ $1.00 Exp 30/06/2025 Unlisted - Unl Opt @ $2.20 Exp 7/10/2023 Unlisted - Unl Opt @ $1.10 Exp 30/11/2024 Unlisted - Unl Opt @ $0.91 Exp 16/01/2026 Unlisted - Unl Opt @ $1.20 Exp 30/11/2025 Unlisted - Unl Opt @ $2.35 Exp 7/10/2023 Unlisted - Unl Opt @ $0.75 Exp 29/12/2023 Unlisted - Unl Opt @ $0.70 Exp 30/04/2024 Performance Rights – Various Vesting Conditions Number 210,889,961 92 1,700,000 13,614,264 1,714,286 8,250,000 200,000 1,100,000 6,993,608 2,400,000 Distribution Schedule Fully paid ordinary shares Holding Ranges 1 to 1,000 1,000 to 5,000 5,000 to 10,000 10,000 to 100,000 Over100,000 Totals Unmarketable Parcels Securities 830,418 5,566,738 6,405,515 43,527,856 154,559,434 210,889,961 % of Share Capital No. of holders % Issued of Holders 0.39% 2.64% 3.04% 20.64% 73.29% 100.00% 1,540 2,122 825 1,293 267 6,047 25.47% 35.09% 13.64% 21.38% 4.42% 100.00% Based on the price per security of $0.29, number of holders with an unmarketable holding: 2,246, with total 1,644,095, amounting to 0.78% of Issued Capital. Nova Minerals Ltd | Annual Report 2023 81 Top Holders The 20 largest registered holders of fully paid ordinary shares were: Name Shares Held at 28 August 2023 % Held 1 2 3 4 5 6 BNP PARIBAS NOMS PTY LTD BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM SL INVESTORS PTY LTD SWIFT GLOBAL LTD KUSHKUSH INVESTMENTS PTY LTD BNP PARIBAS NOMINEES PTY LTD 7 CITICORP NOMINEES PTY LIMITED 8 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 9 NEBARI GOLD FUND 1 LP 10 MR JAGDISH MANJI VARSANI 11 KAOS INVESTMENTS PTY LIMITED 12 MR JUSTIN BRUCE GARE & MRS KRISTIN DENISE PHILLIPS 13 MR MAHMOUD EL HORR 14 MURTAGH BROS VINEYARDS PTY LTD 15 MURTAGH BROS VINEYARDS PTY LTD 16 LETTERED MANAGEMENT PTY LTD 17 PATRON PARTNERS PTY LTD 18 KIKCETO PTY LTD 19 MR CRAIG EDWIN BENTLEY 20 KUSHKUSH INVESTMENTS PTY LTD Total of Top 20 Balance of Register Grand Total Substantial Shareholders As at the Reporting Date, there are no substantial shareholders. 13,972,056 6.63% 6,639,396 3.15% 5,817,060 2.76% 5,669,833 2.69% 5,300,000 2.51% 4,094,407 1.94% 4,020,571 1.91% 3,511,664 1.67% 3,198,294 1.52% 3,000,000 1.42% 2,750,000 1.30% 2,505,758 1.19% 2,500,000 1.19% 2,440,000 1.16% 2,167,380 1.03% 2,050,000 0.97% 1,983,214 0.94% 1,819,924 0.86% 1,743,002 0.83% 1,651,124 0.78% 76,833,683 36.43% 134,056,278 63.57% 210,889,961 100.00% 82 Nova Minerals Ltd | Annual Report 2023 Unquoted Securities 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 Unlisted - Unl Opt @ $2.20 Exp 7/10/023 Unlisted - Unl Opt @ $1.10 Exp 30/11/2024 Unlisted - Unl Opt @ $0.91 Exp 16/01/2026 Unlisted - Unl Opt @ $1.20 Exp 30/11/2025 Unlisted - Unl Opt @ $2.35 Exp 7/10/2023 Unlisted - Unl Opt @ $0.75 Exp 29/12/2023 Unlisted - Unl Opt @ $0.70 Exp 30/04/2024 NVAAT (NVAAT) NVAOP2 (NVAAL) NVAOP3 (NVAAN) NVAOP4 (NVAAO) NVAOP5 (NVAAP) NVAOP6 NVAOP7 (NVAAH) NVAOP8 (NVAAS) 30 Jun 2052 $1.00 92 7 Oct 2023 $2.20 1,700,000 2 4 30 Nov 2024 $1.10 13,614,264 74 16 Jan 2026 $0.91 1,714,286 30 Nov 2025 $1.20 8,250,000 7 Oct 2023 $2.35 200,000 29 Dec 2023 $0.75 1,100,000 2 9 1 3 30 Apr 2024 $0.70 6,993,608 6,214 NVAOP2 [Unlisted Options @ $2.20 Exp 7/10/2023] – 4 Holders (Holders with more than 20% shown) Name Held at 28 August 2023 % Held 1 2 EVOLUTION CAPITAL PTY LTD LEDGER HOLDINGS PTY LTD 1,050,000 500,000 61.8 29.4 NVAOP3 [Unlisted Options @ $1.10 Exp 30/11/2024] – 74 Holders (Holders with more than 20% shown) Name 1 CITICORP NOMINEES PTY LIMITED Held at 28 August 2023 % Held 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 28 August 2023 % Held 1 CIRCUMFERENCE CAPITAL CT PTY LTD 2 JETT CAPITAL ADVISORS HOLDINGS LLC 857,143 857,143 50.0 50.0 NVAOP5 [Unlisted Options @ $1.20 Exp 30/11/2025] – 9 Holders (Holders with more than 20% shown) Name Held at 28 August 2023 % Held 1 CHRISTOPHER GERTEISEN 2 KIKCETO PTY LTD A/C> 3 KUSHKUSH INVESTMENTS PTY LTD 2,000,000 2,000,000 2,000,000 24.2 24.2 24.2 Nova Minerals Ltd | Annual Report 2023 83 NVAOP6 [Unlisted Options @ $2.35 Exp 7/10/2023] – 1 Holder (Holders with more than 20% shown) Name 1 CRAIG EDWIN BENTLEY Held at 28 August 2023 % Held 200,000 100.0 NVAOP7 [Unlisted Options @ $0.75 Exp 29/12/2023] – 3 Holders (Holders with more than 20% shown) Name Held at 28 August 2023 % Held 1 AJ HOLDINGS INTERNATIONAL LIMITED 2 HERSHAM HOLDINGS PTY LTD 500,000 500,000 45.5 45.5 NVAOP8 [Unlisted Options @ $0.70 Exp 30/04/2024] – 6,214 Holders (Holders with more than 20% shown) Held at 28 August 2023 % Held Name 1 N/A 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 84 Nova Minerals Ltd | Annual Report 2023 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 report 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 2023 Tenement/Claim/ADL Number 725940 - 725966 726071 - 726216 727286 - 727289 728676 - 728684 730362 - 730521 737162 - 737357 Location Alaska, USA Alaska, USA Alaska, USA Alaska, USA Alaska, USA Alaska, USA Beneficial % Held 85% 85% 85% 85% 85% 85% Nova Minerals Ltd | Annual Report 2023 85 Main Operations: Whiskey Bravo Airstrip Matanuska-Susitna Borough, Alaska, USA 1150 S Colony Way Suite 3-440, Palmer, AK 99645 Corporate: Suite 5 242 Hawthorn Road, Caulfield VIC 3161 Australia Telephone: +61 3 9537 1238 www.novaminerals.com.au 

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