Annual
Report
2024
www.novaminerals.com.au
Developing
Estelle, North
America’s next
major gold and
critical minerals
district in
Alaska
Directors
Richard Beazley
Independent Chairman
Christopher Gerteisen
CEO & Executive Director
Louie Simens
Executive Director
Craig Bentley
Director of Finance & Compliance
Rodrigo Pasqua
Non-Executive Director
Avi Geller
Non-Executive Director
Corporate Directory
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
Share Registry
Automic Group
Level 5
126 Phillip Street
Sydney NSW 2000
Australia
Telephone: +61 3 9537 1238
Internet: http://www.novaminerals.com.au
Auditors
RSM Australia Partners
Level 27, 120 Collins Street
Melbourne VIC 3000
Australia
ASX: NVA | NASDAQ: NVA | FRA: QM3
Chief Financial Officer
Michael Melamed
Lawyers
QR Lawyers
Level 6, 400 Collins Street
Melbourne VIC 3000
Australia
Bankers
Westpac
ANZ Bank
Northrim Bank (Alaska)
Contents
Message from the CEO
3
Highlights
4
Review of Operations
5
Directors’ Report
13
Remuneration Report
27
Auditors Independence Declaration
35
Financial Statements
36
Notes to the Financial Statements
43
Director’s Declaration
76
Independent Auditor’s Report
77
ASX Additional Information
81
About Nova Minerals
Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and
development company focused on advancing the Estelle Project, comprised of 514 km2 of
State of Alaska mining claims, which contains multiple mining complexes across a 35 km
long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two
already defined multi-million ounce resources, and several drill ready Antimony prospects
with massive outcropping stibnite vein systems observed at surface. The 85% owned
project is located 150 km northwest of Anchorage, Alaska, USA, in the prolific Tintina Gold
Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and
some of the world's largest gold mines and discoveries including, Barrick's Donlin Creek
Gold Project and Kinross Gold Corporation's Fort Knox Gold Mine. The belt also hosts
significant Antimony deposits and was a historical North American Antimony producer.
Nova Minerals Ltd | Annual Report 2024 2
Dear Fellow Shareholders,
It is with great pleasure that I present to you Nova Minerals Ltd’s 2024 Annual
Report, which details the exciting progress we have made both corporately and
in our development of the Estelle Gold and Critical Minerals District.
We are excited with how the Estelle project is unfolding with optionality available in terms of the
initial project size and scale. This allows us development flexibility to align with current market
conditions, whereby future growth can be achieved through cash flow and/or strategic partnerships
to meet our objective of ultimately growing the Estelle Project into a tier 1 producer. In addition, a
near-term cash flow opportunity in advancing the stand-alone antimony project is being pursued
with ongoing discussion and support of the DoD that will run in parallel to our gold project within
the wider Estelle Gold and Critical Elements District.
With the RPM deposit having some of the best drill intercepts in the last 10 years globally, coupled
with the positive technical parameters we have seen in our test work, we are laser focussed on
completing the PFS on the lower capex, high margin, RPM start up production scenario. Upon
completion of the PFS we are positioned to begin the permitting process to put RPM into production
and achieve cash flow, enabling us to organically develop the larger Estelle Gold Project at the
RPM and Korbel deposits. We are also maintaining communications with potential strategic
partners that would see project expansion on a much faster timeline.
Antimony is currently in the spotlight with global supply shortages and historic high prices. At Estelle
we have identified two highly prospective antimony-gold zones at Stibium and Styx with surface
samples returning results up to 60.5% Sb. While the potential scale of this discovery continues to
be assessed by our technical team, these discoveries represent a significant opportunity for the
company, and Nova is in advanced discussions with various agencies within the US Dept. of
Defense and has submitted applications for US federal grants to develop these resources with an
aim towards fully securing the US domestic supply chain. Given the additional value that antimony
production could add to the project, antimony will now also be considered in future project studies.
The speed of this work and potential production is subject to DoD grant funding.
Subsequent to the end of year after many countless hours of dedication, the company also
completed a major milestone with the dual listing on the NASDAQ, under ticker code NVA.
As of the date of this report we are well-funded with fantastic near-term gold and antimony
development opportunities across the Estelle Project that offer us great optionality and flexibility
along the way. We have a clear strategy and focus to move towards production for early cash flow
and are confident in the value proposition we are creating via our current strategy. There are many
catalysts for share price appreciation over the next year to create a high-grade, high margin project
at RPM, and grow organically into the much larger Korbel deposit and wider Estelle district, while
continuing to expand the RPM resource with the added gratuity of establishing a standalone
antimony project with DoD support. Concurrently, we have only scratched the surface and our
ongoing exploration programs continue to advance the over 20 other known prospects containing
gold, antimony, silver, copper, and other critical elements across the Estelle Project. I encourage
you to review our activities in greater detail as described in this annual report and on our website
to truly understand the magnitude, opportunity, and value Estelle presents to the investor.
I, together with the rest of the Nova team, thank you for your continued support as we continue to
push forward rapidly on our path towards production
Christopher Gerteisen
CEO and Executive Director
Message from the CEO, Christopher Gerteisen
Nova Minerals Ltd | Annual Report 2024 3
Highlights – Further steps progressing the development of the
Estelle Gold and Critical Minerals district
6,600m highly targeted drill program completed,
to step out and infill at RPM North and RPM Valley
More world class, thick, high-grade intercepts
reported at RPM North
Extensive surface sampling exploration program
undertaken which resulted in many new gold,
antimony, silver, copper, and critical minerals
discoveries, and 3 new prospects, Stibium, Styx
and Wombat
Rare critical mineral Stibnite (Antimony)
discovered on the property at numerous
prospects
Staked an additional 63km2 of prospective claims
Strategic review identified staged development
options for the project which are being
investigated as part of the PFS currently
underway
Successful US listing completed on the NASDAQ
“NVA”
Nova Minerals Ltd | Annual Report 2024 4
Strategic Review
During the year Nova conducted a strategic review on its Estelle Gold Project to investigate
opportunities to improve the proposed flowsheet (Figure 2) which could potentially increase gold
production, whilst reducing the capital and operating costs of the project, and to look at ways to get
Estelle into production sooner (Figure 1). The review identified a number of material opportunities
which are now being tested as part of the PFS level studies currently underway, and which have
been identified as being important to potential partners and funders in early discussions. Items
identified include:
Development Optionality
1.
High-Grade RPM Starter Mine
Establishing an initial lower capex smaller scale operation at the high-grade RPM deposit for
potential near term cashflow at high margins to self-fund expansion plans; and/or
2.
Expanded Project – Korbel + RPM + Regional
Scalability – Large project for both gold and critical minerals with a pipeline spanning decades
of potential production from over 20 known prospects. Higher capex larger mining operation
with increased gold production, cash flow, and mine life, which is of interest to potential future
large gold company strategic partners.
3.
Stand Alone Antimony-Gold Starter Mine:
With China announcing export restrictions on antimony, the Company is now also investigating
the possibility to fast track the Stibium gold-antimony prospect development option with
potential US Dept. of Defense (DoD) support.
Figure 1. Estelle staged development options
Review of Operations
Nova Minerals Ltd | Annual Report 2024 5
Heap Leaching Lower Grade Ore
•
Evaluating heap leaching, a well-proven low cost gold recovery method which could potentially
recover gold from the 100’s of millions of tons of lower grade material and the reject material
from the ore sorters, which in the current flowsheet is waste, to provide a lift to the annual gold
production profile. METS Engineering (METS) has commenced test work on bulk samples sent
to Perth late last year using a finer crush size, with early stage indications looking positive.
•
Investigating various heap leaching options, including agglomeration, and alternative leach
reagents, with results expected in the 2nd half of 2024.
Critical Minerals Extraction
•
Assessing extraction options of the highly elevated concentrations of Silver, Copper, Antimony
and other CM identified across the project which could potentially provide valuable bi-product
credits and which the US government is currently trying to sure up a domestic supply.
Ore Sorting Options
•
Reviewing various selective ore sorting options on material from both RPM and Korbel with
Steinart ore sorting to test a combination of different sensors including, XRT density, colour,
laser, and induction, to potentially improve the ore sorting results further.
•
Early-stage discussions with potential partners and funders has shown the need to demonstrate
the capabilities of ore sorting on a larger scale. A bulk, up to 200 kt, pilot scale ore sort test
program is currently being planned in consultation with Rough Stock, METS and Steinert.
Alternative Technologies
•
Investigating alternative technology options, such as SAG (Semi Autogenous Grinding) mills,
coarse flotation using Hydrofloat technology, and gravity recovery using a Reflux Classifier to
further improve and optimize the process flowsheet.
•
The review also identified numerous power options that would meet the startup requirements
(10-20MW) for the Estelle Project with the ability to scale up in the future.
Resource Drilling
•
The review also identified that additional drilling was required at RPM this year, with a focus on
increasing the resource to the higher measured and indicted categories to prove up a larger ore
reserve for the PFS.
•
Maiden drill testing at the Stibium, Train, Trumpet, Muddy Creek and Stoney prospects, to follow
up on the high-grade surface samples of gold, antimony and other CM discovered in those areas
last year, was also identified as being a necessity to increase gold resources and to support the
proposed CM bi-product extraction.
Road Access
•
While the review recognised the importance of the West Susitna Access Road (WSAR), which
is due to break ground in 2025, it also identified that Nova could potentially utilize the road at an
early stage and commence mine construction using the initial frontier trail along the proposed
WSAR alignment prior to the road being fully completed, along with the winter snow road to
transport equipment to site.
Nova Minerals Ltd | Annual Report 2024 6
Figure 2. Current and proposed conceptual flowsheet, which is being tested as part of the PFS level
studies underway
Drill Program Results
During the 1st half of the 2024 financial year, Nova undertook a highly targeted ~6,600m diamond
drill program at RPM. The primary aim of this program was to increase both the size and confidence
of the resource at RPM.
At RPM North, the high-grade infill and step-out drilling confirmed the consistency of mineralization
and resource extension potential at RPM North to the South, East and at depth, with over 10 broad
intersections grading > 5 g/t Au. Highlight results included:
•
RPM-056: 152m @ 2.3 g/t Au from 3m, including 98m @ 3.4 g/t Au from 48m and 38m @7.5
g/t Au from 99m
•
RPM-057: 211m @ 3.2 g/t Au from 3m, including 120m @ 5.0 g/t Au from 93m and 79m @ 7.4
g/t Au from 128m
•
RPM-065: 314m @ 1.9 g/t Au from 2m, including 231m 2.4 g/t Au from 39m and 118m 3.9 g/t
Au from 152m
At RPM Valley, drilling confirmed an additional zone of broad high-grade gold with mineralization
remaining wide open and the potential exists for RPM Valley to connect with RPM North. Highlight
results included:
•
RPM-048: 54m @ 1.2 g/t Au from 244m including 22m @ 1.8 g/t Au from 255m and 16m @ 2.4
g/t Au from 255m
•
RPM-060: 54m @ 2.1 g/t Au from 260m including 42m @ 2.6 g/t Au from 270m and 17m @ 5.3
g/t Au from 273m
At RPM South, infill and extensional drilling continued to show large intervals of near surface gold.
Importantly, 6 of the 7 holes drilled had average grades above the current MRE grade for RPM South
of 0.4 g/t Au and a number of the significantly intercepts were also greater than the 0.73 g/t Au mill
feed grade used in the 2023 scoping study. Highlight results included:
•
RPM-039: 30m @ 1.2 g/t Au from 30m, 7m @ 2.1 g/t Au from 48m including 1m @ 7.7 g/t Au
from 48m
The drill results from the overall 2023 drilling program at RPM clearly demonstrate that RPM is a
Nova Minerals Ltd | Annual Report 2024 7
large system that continues to grow with the deposit remaining wide open in several directions where
the potential remains for continuity linking the mineralized zones and to discover further very high-
grade pods similar to RPM North. The planned 2024 resource drilling program will prioritize RPM to
increase and prove up resources for inclusion in the upcoming Pre-Feasibility Study (PFS).
Figure 3. High-light drill results at RPM. Black drill traces show 2023 drilling
New Discoveries from an Extensive Surface Exploration Program
During the 2023 field season Nova’s Head of Exploration, Mr Hans Hoffman, undertook an extensive
surface exploration mapping and sampling program across the entire Estelle Gold Project comprising
of over 45 traverses covering 100-line kilometers, 674 soil samples, 446 rock samples and 21 stream
sediment samples. The program resulted in a number of significant new discoveries including:
•
A record 1,290 g/t Au rock chip sample, along with many other samples returning high-grades
for gold, antimony, copper and silver at the Shoeshine and Shadow prospects (Figure 4).
•
The discovery of one of the most continuous high-grade zones of mineralization on the property
at the new Discovery and Muddy Creek prospects, with a 1.5km long surface gold anomaly
including 18 rock samples grading > 10 g/t Au, with a high of 127.5 g/t Au and 15 multi-
gram soil samples > 2/g/t Au, with a high of 6.1 g/t Au (Figure 4).
•
The identification of two new gold-antimony prospect areas, Stibium and Styx with surface
samples returning highs of 12.7g/t Au, 2.1% Sb, 1600g/t Ag and 1.5g/t Au, 60.5% Sb.
•
Further numerous high-grade gold, silver, copper and antimony at the Train and Trumpet
prospects with a high of 132.5 g/t Au, 1.2% Cu and 0.1% Sb and one sample returning a very
high 16.8% Sb (Figure 4).
•
The identification of the thickest gold-bearing veins to date with over a 1km strike length
and grades up to 24.2 g/t Au at the new Wombat Prospect.
Nova Minerals Ltd | Annual Report 2024 8
Figure 4. High-grade rock and soil samples discovered in 2023 in the Train, Trumpet, Shoeshine
and Muddy Creek prospects
Figure 5. The Estelle Gold Project, a 513km2 district scale project on State Alaska mining claims
Nova Minerals Ltd | Annual Report 2024 9
with over 20 prospects advancing at varying stages. And not just gold, with future targets including
antimony, silver, copper and other critical minerals to expand the exploration pipeline for longer
term opportunity.
New Gold-Antimony Targets Discovered
The discovery of high grade stibnite a primary ore source for the critical mineral antimony (Figures
6 and 7), associated with the gold systems at several prospects across the project site, represented
a significant development for the Company as antimony is listed as a critical and strategic mineral to
US economic and national security interests with no current US domestic supply.
Figure 6. Antimony uses (Source USGS)
Figure 5. Antimony supply (Source USGS) – No US domestic supply currently
Nova Minerals Ltd | Annual Report 2024 10
While the potential scale of this discovery continues to be assessed by our technical team, Nova has
now appointed a highly reputable national consulting group and assembled a highly influential
internal team, to assist the company with accessing any potential US federal grants and funding to
further investigate and progress the discovery across the entire supply chain. Given the additional
value that antimony could add to the project, via the potential to provide substantial bi-product credits
amongst other benefits, antimony will now also be included in any future studies.
Significant Subsequent Events
US NASDAQ Listing
On 24 July 2024 Nova announced that it had successfully completed its US listing on the NASDAQ
under the symbol NVA, along with an associated US$3.3m (AUD$4.9m) capital raising, before
deducting underwriting discounts and offering expenses. The public offering comprised of 475,000
units, with each unit consisting of one American Depositary Share representing ordinary shares
(“ADS”) and one warrant, with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of
US$6.92 per unit, Each whole warrant is exercisable for one ADS at an exercise price of US$7.266
per ADS, and will be immediately exercisable upon issuance for a period of five years following the
date of issuance. In addition, Nova granted the underwriters an option to purchase up to an
additional 47,500 ADSs and/or an additional 47,500 warrants to cover over-allotments, if any until
August 29, 2024.
2025 Financial Year Next Steps
•
RPM resource drilling and results
•
Updated Mineral Resource Estimate (MRE) for 2023 and 2024 drilling results, and higher gold
price
•
Lidar survey results across the property to enable detailed infrastructure design, mineral reserve
classification, exploration, etc.
•
Material PFS test work results and trade-off studies as they become available
•
Results and potential new discoveries from the ongoing surface exploration mapping and
sampling program
•
Metallurgical test work ongoing
•
Environmental test work ongoing
•
West Susitna access road update
Nova Minerals Ltd | Annual Report 2024 11
Directors’ Report
13
Remuneration Report
27
Auditors Independence Declaration
35
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
38
Consolidated Balance Sheet
39
Consolidated Statement of Changes in Equity
40
Consolidated Statement of Cash Flows
42
Notes to the Financial Statements
43
Director’s Declaration
76
Independent Auditor’s Report
77
Nova Minerals Ltd | Annual Report 2024 12
Financial Report
Directors
The following persons were directors of Nova Minerals Limited during the whole of the financial year and up
to the date of this report, unless otherwise stated:
Richard Beazley (Appointed 24 July 2024)
Christopher Gerteisen
Louie Simens
Craig Bentley
Rodrigo Capel Pasqua
Avi Geller
Principal Activities
During the financial year the principal contributing activities of the consolidated entity consisted of mining
exploration.
Dividends
There were no dividends paid, recommended, or declared during the current or previous financial year.
Review of Operations
Statement of Profit or Loss and Other Comprehensive Income
As an exploration company, Nova does not have an ongoing source of revenue. Its revenue stream is normally
from interest received on cash at bank. Administration expenses increased from $2,721,273 in 2023 to
$3,536,622 in 2024 primarily due to increase legal costs, USA listing fees, and marketing fees. Share-based
expense was $780,235 in 2023 compared to $335,669 in 2024. Snow Lake Resources impairment was nil
2023 compared to $8,824,187 in 2024. Share of losses of associate was $6,254,759 in 2023 compared to
$839,153 in 2024. As a result the loss for the consolidated entity after providing for income tax amounted to
$16,389,292 (2023: $11,571,240).
Statement of Financial Position
At 30 June 2024, the Company had cash at bank of $3,149,909 (2023: $19,240,707). During the year, trade
and other receivables decreased from $495,186 to $328,794, and capitalised exploration expenditure
increased from $81,070,075 to $92,117,750 as a result of expenditure incurred on the Estelle Gold project.
At 30 June 2024, the Company had total liabilities of $8,862,289 (2023: $8,946,817). As a result, the Company
had net assets of $98,383,732 as at 30 June 2024 (2023: $113,389,965).
Cashflow
During the year, the Company paid $3,666,768 (2023: $3,083,677) for operating activities; paid $13,321,921
(2023: $24,139,677) for investing activities; and received $986,892 (2023: $25,158,615) from financing
activities.
Significant Changes in the State of Affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
The directors present their report, together with the financial statements, on the consolidated entity (referred
to hereafter as the 'consolidated entity') consisting of Nova Minerals Limited (referred to hereafter as the
'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June
2024.
Directors’ Report
Nova Minerals Ltd | Annual Report 2024 13
Matters Subsequent to the End of the Financial Year
The following events have occurred subsequent to 30 June 2024:
•
The Company announced on 24 July 2024 the NASDAQ IPO and an underwritten public offering of
475,000 units, with each unit consisting of one American Depositary Share representing ordinary shares
(“ADS”) and one warrant, with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of
US$6.92 per unit, for gross proceeds of approximately US$3.3m (AUD$4.9m), before deducting
underwriting discounts and offering expenses. Each whole warrant is exercisable for one ADS at an
exercise price of US$7.266 per ADS and will be immediately exercisable upon issuance for a period of
five years following the date of issuance. In addition, Nova has granted the underwriters an option to
purchase up to an additional 47,500 ADSs and/or an additional 47,500 warrants to cover over-allotments,
if any until August 29, 2024.
•
The Company announced on 24 July 2024 the appointment of Mr. Richard Beazley to the Board of
Directors as Independent Non-Executive Chairman. Mr. Louie Simens reverted to Executive Director from
his Interim Chairman position at that time.
•
The Company announced on 31 July 2024 the commencement of resource definition drilling at RPM and
exploration field programs on its Estelle Gold Project.
•
The Company announced on 21 August 2024 an update on the progress of its 2024 resource definition
drilling and exploration field programs.
•
The Company announced on 5 September 2024 an update on its Antimony-Gold prospects at Stibium
and Styx where bulk samples of stibnite (antimony) have been collected for metallurgical testing.
•
The Company announced on 20 September 2024 that has filed a registration statement on Form F-1 with
the U.S. Securities and Exchange Commission (“SEC”) relating to a secondary public offering of its
American Depositary Shares (“ADSs”), each of which will represent 60 of the Company’s ordinary shares
of no par value each (“Ordinary Shares”) in the United States (the “Offering”).
•
The Company announced on 20 September 2024 that it had executed a variation agreement with its
largest institutional shareholder and convertible note holder, Nebari Gold Fund 1, LP (“Nebari”), to reduce
the month-end cash covenant required under the previously announced loan agreement dated 21
November 2022 from US$2m to A$1m, with the option to extend the convertible facility for a further 12
months to 29 November 2026. In return for Nebari’s support, Nova has agreed to amend the conversion
price from A$0.53 to A$0.25, subject to shareholder approval.
•
Further to the announcement on 20 September 2024, the Company announced the ability to accelerate
the RPM early start up option to a Pre-Feasibility Study (PFS) for delivery in 2025 by undertaking internal
optimization studies aimed to investigate how it can potentially generate as much early cashflow as
possible to organically fund our expansion plans across the Estelle project. It also gives the Company the
ability to continue our advanced discussions with the US Dept. of Defense (“DoD”) in relation to potentially
establishing a starter antimony operation at Stibium in parallel.
•
The Company announced on 24 September 2024 a secondary NASDAQ public offering of 430,000 units,
with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”), with
an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$5.00 per unit, for gross proceeds
of approximately US$2.15m (AUD$3.14m), before deducting underwriting discounts and offering
expenses. In addition, Nova has granted the underwriters an option to purchase up to an additional 43,000
ADSs to cover over-allotments, if any, for 45 days.
No other matters or circumstance has arisen since 30 June 2024 that has significantly affected, or may
significantly affect the consolidated entity's operations, the results of those operations, or the consolidated
entity's state of affairs in future financial years.
Likely Developments and Expected Results of Operations
Information on likely developments in the operations of the consolidated entity and the expected results of
operations have not been included in this report because the directors believe it would be likely to result in
unreasonable prejudice to the consolidated entity.
Nova Minerals Ltd | Annual Report 2024 14
Environmental Regulation
The exploration activities of the Company are conducted in accordance with and controlled principally by
government legislation in Alaska, United States of America.
The Company has exploration land holdings in Alaska (USA) and Manitoba (Canada). The Company employs
a system for reporting environmental incidents, establishing and communicating accountability, and rating
environmental performance. During the year, data on environmental performance was reported as part of the
monthly exploration reporting regime. In addition, as required under various state and territory legislation,
procedures are in place to ensure that the relevant authorities are notified prior to the commencement of
ground disturbing exploration activities.
The Company is committed to minimising the impact of its activities on the surrounding environment, while
at the same time aiming to maximise the social, environmental and economic returns for the local
community. To this end, the environment is a key consideration in our exploration activities and during the
rehabilitation of disturbed areas. Generally, rehabilitation occurs immediately following the completion of
a particular phase of exploration. In addition, the Company continues to develop and maintain mutually
beneficial relationships with the local communities affected by its activities.
Material Business Risks
The key risk factors affecting the Company are set out below. The occurrence of any of the risk below
could adversely impact the Company’s operating or financial performance.
There are specific risks which relate directly to the Company’s business. In addition, there are other
general risks, many of which are largely beyond the control of the Company and the Directors. The risks
identified in this section, or other risk factors, may have a material impact on the financial performance of
the Company and the market price of the Shares.
The following is not intended to be an exhaustive list of the risk factors to which the Company is
exposed.
1. Company Specific
(a) General risks associated with operating overseas
The Company conducts and has interests in operations in the USA and Canada. Consequently, the
Company will be subject to the risks associated with operating in such countries. Such risks can
include economic, social or political instability or change, hyperinflation, currency non-convertibility
or instability and changes of law affecting foreign ownership, government participation, taxation,
working conditions, rates of exchange, exchange control, exploration licensing, export duties,
repatriation of income or return of capital, environmental protection, mine safety, labour relations as
well as government control over mineral properties or government regulations.
Changes to mining or investment policies and legislation or a shift in political attitude may adversely
affect the Company’s operations and profitability.
(b) Future capital requirements
The Company believes its available cash should be adequate to fund its exploration and corporate
activities and other Company objectives in the short-to medium-term.
However, in order to successfully develop its lithium projects and for production to commence, the
Company may require additional financing in the future. Any additional equity financing may be
dilutive to Shareholders, may be undertaken at lower prices than the then market price or may involve
restrictive covenants which limit the Company's operations and business strategy. Debt financing, if
available, may involve restrictions on financing and operating activities.
Although the Directors believe that additional capital can be obtained as and when required, no
assurances can be made that appropriate capital or funding, if and when needed, will be available on
terms favourable to the Company or at all. If the Company is unable to obtain additional financing as
needed, it may be required to reduce the scope of its activities and this could have a material adverse
effect on the Company.
Nova Minerals Ltd | Annual Report 2024 15
(c) Title risks
The mineral claims in which the Company will, or may, acquire an interest in the future are subject to
the applicable local laws and regulations.
Mineral claims in which the Company has an interest are subject to the relevant conditions applying
in each jurisdiction. Failure to comply with these conditions may render the mineral claims liable for
forfeiture.
The mineral claims will be subject to application for renewal from time to time. Renewal of the term
of each mineral claim is subject to applicable legislation. If the mineral claim is not renewed for any
reason, the Company may suffer significant damage through loss of the opportunity to develop and
discover any mineral resources on that mineral claim.
(d) Sovereign risk
Overseas jurisdictions are subject to differing legal and political systems, when compared with the
systems in place in Australia.
Possible risks include, without limitation, changes in the terms of mining legislation, changes to royalty
arrangements, changes to taxation rates and concessions and changes in the ability to enforce legal
rights. Any of these factors may, in the future, adversely affect the financial performance of the
Company and the market price of its Shares.
(e) First Nations
In relation to the Company’s projects in Canada, there may be areas over which First Nations land
claims exist at present or in the future. The impact of any such claim on the Company’s Canadian
projects cannot be foreseen with any degree of certainty and no assurance can be given that a broad
recognition of First Nations rights in the areas in which the Canadian Projects are located would not
have an adverse effect on the Company’s activities. Even in the absence of such recognition, the
Company may at some point be required to negotiate with and seek the approval of holders of First
Nations interests in order to facilitate exploration and development work on the Company’s mineral
properties. It cannot be assured that the Company will be able to establish practical working
relationships with the First Nations in the area which would allow it to ultimately develop the
Company’s Canadian projects.
(f)
Royalties
The Company is required to pay royalties on some or all minerals derived from its projects.
There is a risk that the royalties will have an impact on the economics of progressing any proposed
mining operations. However, the Company has no control over the incurrence of these costs and is
unable to predict the magnitude of such costs.
(g) Exploration and operating costs
The proposed exploration expenditure of the Company is based on certain assumptions with respect
to the method and timing of exploration and feasibility work. By their nature, these estimates and
assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially
differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost
estimates and the underlying assumptions will be realised in practice.
(h) Unforeseen expenses
The Company is not aware of any expenses that may need to be incurred that have not been taken
into account. However, if such unforeseen expenses were subsequently incurred, the expenditure
proposals of the Company may be adversely affected.
(i)
Access arrangements
The Company may need to seek various Federal, state or local permits and approvals to undertake
exploration or mining activities on the Mineral Claims. This could result in unforeseen delay in the
undertaking of such activities.
The Company is of the view however that the exploration activities as outlined in this Prospectus can
be undertaken in the timeframes contemplated.
Nova Minerals Ltd | Annual Report 2024 16
(j)
Potential acquisitions
As part of its business strategy, the Company may make acquisitions of, or significant investments
in, other resource projects. Any such future transactions would be accompanied by the risks
commonly encountered in making acquisitions of resource projects.
(k) Contractual risks
The ability of the Company to achieve its objectives will depend on the performance by the
counterparties to any agreements that the Company may enter into. If any counterparty defaults in
the performance of their obligations, it may be necessary for the Company to approach a court to
seek a legal remedy. Legal action can be costly.
Furthermore, certain contracts to which the Company is a party are governed by laws of jurisdictions
outside Australia - namely the United States and Canada. There is a risk that the Company may not
be able to seek the legal redress that it could expect under Australian law and generally there can
be no guarantee that a legal remedy will ultimately be granted on the appropriate terms.
(l)
Health, safety and the environment
The conduct of business in the resources sector involves a variety of risks to the health and safety of
personnel and to the environment. If it is conceivable that an incident may occur which might
negatively impact on the Company’s business.
(m) International operations
International sales and operations are subject to a number of risks, including:
i.
Potential difficulties in enforcing agreements (including joint venture agreements) and collecting
receivables through foreign local systems;
ii.
Potential difficulties in protecting intellectual property;
iii.
Increases in costs for transportation and shipping; and
iv.
Restrictive governmental actions, such as imposition of trade quotas, tariffs and other taxes.
These factors (or others) could materially and adversely affect the Company’s business, results of
operations and financial condition.
(n) Commodity prices
Increases in commodity prices may encourage increases in exploration, development and
construction activities, which can result in increased demand for, and cost of, exploration,
development and construction services and equipment. Increased demand for services and
equipment could cause exploration and project costs to increase materially, resulting in delays if
services cannot be obtained in a timely manner due to inadequate availability, and could increase
potential scheduling difficulties and costs due to the need to co-ordinate the availability of services
or equipment, any of which could materially increase project exploration, development or
construction costs or result in project delays or both. Any such material increase in costs would
adversely affect the Company’s financial condition.
A decrease in commodity prices may render mineral properties uneconomic or may result in material
reductions in the value of exploration, development or developed mineral properties.
(o) Risk of adverse publicity
The projects which the Company aims to develop involves exploration and ore processing within the
relevant local communities. Any failure to adequately manage community expectations with respect
to compensation for land access, artisanal mining activity, employment opportunities, impact on local
business and any other expectations may lead to local dissatisfaction. The political and social
pressures resulting from local dissatisfaction and adverse publicity could lead to delays in approval
of, and increased expenses in the Company’s proposed exploration programme.
Nova Minerals Ltd | Annual Report 2024 17
2. Mining Industry Risks
(a) Exploration and evaluation risks
The Company’s mineral claims are at various stages of exploration, and potential investors should
understand that mineral exploration and development are high-risk undertakings. There can be no
assurance that exploration of these mineral claims, or any other mineral claims that may be acquired
in the future, will result in the development of an economic ore deposit. Even if an apparently viable
deposit is identified, there is no guarantee that it can be economically exploited.
The future exploration activities of the Company may be affected by a range of factors including
geological conditions, limitations on activities due to permitting conditions, seasonal weather
patterns, unanticipated operational and technical difficulties, industrial and environmental accidents,
changing government regulations and many other factors beyond the control of the Company.
The success of the Company will also depend upon the Company having access to sufficient
development capital, being able to maintain title to its mineral claims and obtaining all required
approvals for its activities and so doing in a timely manner considering constraints associated with
the presence of special management areas, the absence of existing or suitable physical access or
seasonal road closures. In the event that exploration programs prove to be unsuccessful this could
lead to a diminution in the value of the mineral claims and possible relinquishment or sale of the
mineral claims.
The exploration costs of the Company are based on certain assumptions with respect to the method
and timing of exploration. By their nature, these estimates and assumptions are subject to significant
uncertainties and, accordingly, the actual costs may materially differ from these estimates and
assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying
assumptions will be realised in practice, which may materially and adversely affect the Company’s
viability.
(b) Resource estimates
Resource estimates are expressions of judgement based on knowledge, experience and industry
practice. Estimates which were valid when originally calculated may alter significantly when new
information or techniques become available. In addition, by their very nature, resource estimates are
imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As
further information becomes available through additional fieldwork and analysis, the estimates are
likely to change. This may result in alterations to development and mining plans which may, in turn,
adversely affect the Company’s operations.
(c) Ability to exploit successful discoveries
It may not always be possible for the Company to exploit successful discoveries which may be made
in areas in which the Company has an interest. Such exploration would involve obtaining the
necessary licences or clearances from the relevant authorities that may require conditions to be
satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such
conditions to be satisfied. Further, the decision to proceed to further exploration may require
participation of other companies whose interests and objectives may not be the same as the
Company’s.
(d) Development risks and costs
Possible future development of mining operations at any of the Company’s projects is dependent on
a number of factors and avoiding various risks including, but not limited to, failure to acquire and/or
delineate economically recoverable ore bodies, unfavourable geological conditions, failing to
receive the necessary approvals from all relevant authorities and parties, failure to withstand legal
challenges to Federal and state agency permit approvals, unseasonal weather patterns, excessive
seasonal weather patterns, fire, flooding, unanticipated challenges related to background conditions
or area soil or water quality, access and utilities, unanticipated technical and operational difficulties
encountered in extraction and production activities, mechanical failure of operating plant and
equipment, unexpected shortages or increases in the price of consumables, spare parts and plant
and equipment, cost overruns, risk of access to the required level of funding and contracting risk from
Nova Minerals Ltd | Annual Report 2024 18
third parties providing essential services.
In addition, the exploration and pre-development Federal and state approvals prior to construction of
any proposed development may exceed the expected timeframe or cost for a variety of reasons out
of the Company’s control, including but not limited to Federal and state agency approvals being
subject to administrative and judicial appeals. Any delays to project development could adversely
affect the Company’s operations and financial results and may require the Company to raise further
funds to complete resource delineation, project development and commence operations.
(e) Operating risks
There can be no assurance that the Company’s intended goals will lead to successful exploration,
mining and/or production operations. Further, no assurance can be given that the Company will be
able to initiate or sustain minerals production, or that future operations will achieve commercial
viability.
When additional exploration is undertaken and if a JORC compliant resource or reserve is not
defined, then it may have a negative impact on the Company.
Future operations of the Company may be affected by various factors including:
i.
Geological and hydrogeological conditions;
ii.
Limitations on activities due to seasonal weather patterns and monsoon activity;
iii.
Delays associated with the obtaining of permits and approvals to undertake exploration activity
including allowing ground disturbing activity associated with operations in Canada and the
United States;
iv.
Unanticipated operational and technical difficulties encountered in survey, drilling and
production activities;
v.
Electrical and/or mechanical failure of operating plant and equipment, industrial and
environmental accidents, industrial disputes and other force majeure events;
vi.
Equipment failure, fires, spills or industrial and environmental accidents;
vii.
Unavailability of aircraft or equipment to undertake airborne surveys and other geological and
geophysical investigations;
viii.
Risk that exploration, appraisal, development, plant or operating costs prove to be greater than
expected or that the proposed timing of exploration, development or production may not be
achieved;
ix.
Failure to achieve exploration success;
x.
The supply and cost of skilled labour;
xi.
Unexpected shortages or increases in the costs of consumables, diesel fuel, spare parts, plant
and equipment; and
xii.
Prevention and restriction of access by reason of political unrest, outbreak of hostilities and
inability to obtain consents or approvals.
No assurances can be given that the Company’s operations will achieve commercial viability through
successful exploration and/or mining.
(f)
Environmental
The proposed activities of the Company are subject to the laws and regulations of Australia, USA and
Canada concerning the environment. As with most exploration projects, the Company’s activities are
expected to have an impact on the environment, particularly during advanced exploration and future
mining activities. It is the Company’s intention to conduct its activities to the highest standard of
environmental obligation, including compliance with all environmental laws.
Mining operations have inherent risks and liabilities associated with safety and damage to the
environment and the disposal of waste products occurring as a result of mineral exploration,
development and production. The occurrence of any such safety or environmental incident could
delay production or increase costs. Events such as unpredictable rainfall or bushfires may impact on
the Company’s ongoing compliance with environmental laws, regulations and licenses. Significant
liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of
certain discharges into the environment, environmental damage caused by previous operations or
non-compliance with environmental laws or regulations.
Nova Minerals Ltd | Annual Report 2024 19
The disposal of mining and process waste and mine water discharge and air emissions discharge are
under constant legislative scrutiny and regulation. There is a risk that environmental laws and
regulations become more onerous, which could delay the Company’s activities and make its
operations more expensive.
(g) Occupational Health and Safety
The exploration and mining industry is subject to increasing occupational health and safety
responsibility and liability. The Company may become liable for past and current conduct which
violates such laws and regulations, which may be amended by the relevant authorities. Penalties for
breaching health and safety laws can be significant and victims of workplace accidents may also
commence civil proceedings against the Company. These events may not be insured, or may be
uninsurable.
Changes to health and safety laws and regulations may also increase compliance costs for the
Company, which would negatively impact the financial results of the Company.
(h) Government regulation
The mining, processing, development and mineral exploration activities of the Company are subject
to various Federal and state laws governing prospecting, development, production, taxes, labour
standards and occupational health, mine safety, toxic substances, land use authorisations, water use
protection of water quality, sensitive, threatened and endangered species and cultural resources and
other matters. Although the Company’s activities are and will be currently carried out in accordance
with all applicable rules and regulations, no assurance can be given that new statutes, regulations,
executive orders, agency directives or policies or judicial decisions will not be adopted or that existing
statutes, regulations or policies will not be applied in a manner which could limit exploration efforts
or preclude or curtail future development or production. Amendments to current laws and regulations
governing exploration and operations or more stringent implementation thereof could have a
substantial adverse impact on the Company’s ability to further delineate and develop the resource.
(i)
Inherent mining risks
The Company’s business operations are subject to risks and hazards inherent in the mining industry.
The exploration for and the development of mineral deposits involves significant risks, including
environmental hazards; industrial accidents; metallurgical and other processing problems; unusual
or unexpected rock formations; structure cave-in or slides; flooding; fires and interruption due to
inclement or hazardous weather conditions. These risks could result in damage to, or destruction of,
mineral properties, production facilities or other properties, personal injury or death, environmental
damage, delays in mining, increased production costs, monetary losses and possible legal liability.
Whether income will result from projects undergoing exploration and development programs
depends on the successful establishment of mining operations. Factors including costs, actual
mineralisation, consistency and reliability of ore grades and commodity prices affect successful
project development.
(j)
Exchange rate risks
The Company operates in multiple currencies and exchanges rates are constantly fluctuating.
International prices of various commodities as well as the exploration expenditure of the Company
are denominated in United States or Canadian dollars, whereas the Company will rely principally on
funds raised and accounted for in Australian currency, exposing the Company to the fluctuations and
volatility of the rate of exchange between the United States or Canadian dollar and the Australian
dollar as determined in international markets.
(k) Climate risk
There are a number of climate-related factors that may affect the operations and proposed activities
of the Company. The climate change risks particularly attributable to the Company include:
i.
The emergence of new or expanded regulations associated with the transitioning to a lower-
carbon economy and market changes related to climate change mitigation. The Company may
be impacted by changes to local or international compliance regulations related to air quality
emissions and/or climate change mitigation efforts, or by specific taxation or penalties for carbon
Nova Minerals Ltd | Annual Report 2024 20
emissions or environmental damage. These examples sit amongst an array of possible restraints
on industry that may further impact the Company and its profitability. While the Company will
endeavor to manage these risks and limit any consequential impacts, there can be no guarantee
that the Company will not be impacted by these occurrences; and
ii.
Climate change may cause certain physical and environmental risks that cannot be predicted
by the Company, including events such as increased severity of weather patterns and incidence
of extreme weather events and longer term physical risks such as shifting climate patterns. All
these risks associated with climate change may significantly change the industry in which the
Company operates.
3. General Investment Risks
(a) Economic
General economic conditions, introduction of tax reform, new legislation, movements in interest rates,
inflation and currency exchange rates may have an adverse effect on the Company’s exploration,
development and production activities, as well as on its ability to fund those activities.
(b) Reliance on key management personnel
The responsibility of overseeing the day-to-day operations and the strategic management of the
Company and its controlled entities depends substantially on its senior management and its key
personnel. There can be no assurance given that there will be no detrimental impact on the Company
if one or more of these senior management, key personnel or employees cease their involvement or
employment with the Company or its controlled entities.
(c) Market risk and interest rate volatility
From time to time, the Company may borrow money and accordingly will be subject to interest rates
which may be fixed or floating. A change in interest rates would be expected to result in a change in
the interest rate to the Company and, hence, may affect its profit.
(d) Competition risk
The industry in which the Company will be involved is subject to global competition. While the
Company will undertake all reasonable due diligence in its business decisions and operations, the
Company will have no influence or control over the activities or actions of its competitors, whose
activities or actions may, positively or negatively, affect the operating and financial performance of
the Company’s Projects and business. The potential also exists for the nature and extent of the
competition to change rapidly, which may cause loss to the Company.
(e) Market risk
There are general risks associated with an investment and the share market. The price of the
Company’s securities on ASX may rise and fall depending on a range of factors beyond the
Company’s control and which are unrelated to the Company’s financial performance. These factors
may include movements on international stock markets, interest rates and exchange rates, together
with domestic and international economic conditions, inflation rates, investor perceptions, changes
in government policy, commodity supply and demand, government taxation and royalties, war, global
hostilities and acts of terrorism.
Neither the Company nor the Directors warrant the future performance of the Company or any return
on an investment in the Company.
(f)
Liquidity risk
There is no guarantee that there will be an ongoing liquid market for the Company’s securities.
Accordingly, there is a risk that, should the market for the securities become illiquid, Shareholders
will be unable to realise their investment in the Company.
(g) Insurance and uninsured risks
The Company, where economically feasible, may insure its operations in accordance with industry
practice. However, even if insurance is taken out, in certain circumstances the Company’s insurance
may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that
Nova Minerals Ltd | Annual Report 2024 21
is not covered, or fully covered, by insurance could have a material adverse effect on the business,
financial condition and results of the Company. Insurance of all risks associated with mineral
exploration and production is not always available and, where available, the costs can be prohibitive.
(h) Infectious disease pandemics
Infectious disease pandemics such as the coronavirus, whilst opening up various new opportunities
for the deployment of the Company's technology, have the potential to interrupt the Company's
operations, impair deployment of its products to customers and prevent suppliers or distributors from
honouring their contractual obligations. Such pandemics could also cause hospitalisation or death of
the Company's existing and potential customers and staff.
(i)
Force majeure
The Company’s projects now or in the future may be adversely affected by risks outside the control
of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires,
floods, explosions or other catastrophes, epidemics, pandemics or quarantine restrictions.
(j)
Investment speculative
The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company
or by investors in the Company. The above factors, and others not specifically referred to above may,
in the future, materially affect the financial performance of the Company and the value of the new
Shares offered under this Prospectus.
Therefore, the new Shares to be issued pursuant to this Prospectus carry no guarantee with respect
to the payment of dividends, returns of capital or the market value of those new Shares.
Potential investors should consider that an investment in the Company is highly speculative and
should consult their professional advisers before deciding whether to apply for new Shares pursuant
to this Prospectus.
(k) Cyber risks and security breaches
The Company stores data in its own systems and networks and also with a variety of third-party
service providers. A malicious attack on the Company’s systems, processes or people, from external
or internal sources, could put the integrity and privacy of customers’ data and business systems at
risk. It could prevent customers from using the products for a period of time, put its users’ premises
at risk and could also lead to unauthorised disclosure of data.
4. Other Risks
Other risk factors include those normally found in conducting business, including litigation through breach
of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or
any other cause, strikes, lockouts, loss of service of key management or operational personnel and other
matters that may interfere with the Company’s business or trade.
Nova Minerals Ltd | Annual Report 2024 22
Information on Directors
Name:
Richard Beazley (Appointed 24 July 2024)
Title:
Non-Executive Chairman
Age:
60
Experience and expertise:
Mr. Beazley is an internationally experienced mining professional and
director with over 35 years of experience in senior corporate, operational
and project development roles. He is a qualified Mining Engineer and has
worked in a range of projects throughout Australia, Africa, North and South
America, in both underground and open cut operations, producing gold,
base metals and critical minerals.
Mr Beazley holds a Bachelor of Engineering (Honours) (Mining) from the
University of New South Wales. He holds a MBA from APESMA (Association
of Professional Engineers, Scientists and Managers, Australia) and Deakin
University. He is a Member of the Australian Institute of Company Directors
(MAICD) and a Member and Competent Person of the Australasian Institute
of Mining and Metallurgy (MAusIMM (CP))
Other current directorships:
MetalsGrove Mining Limited (Non-executive Chair), Catalina Resources Ltd
(Non-executive Director)
Former directorships (last 3 yr): None
Special responsibilities
Audit and Risk Committee and Remuneration and Nomination Committee
Interests in shares:
-
Interests in options:
-
Interests in rights:
-
Name:
Christopher Gerstein
Title:
Executive Director & CEO
Age:
51
Experience and expertise:
Mr. Christopher Gerteisen as CEO controls all aspects of the Estelle Gold
project while implementing efficiencies and savings to keep cost per
discovery ounce well below industry average. Mr. Gerteisen has over 20
years of experience as a professional geologist with an extensive record of
managing and advancing complex and challenging resource projects across
North America, Australia, and Asia. His work experience spans greenfields
from discovery through to production stage and other projects with a focus
on commodities including gold and copper. He worked as a geologist on the
Carlin Trend in Nevada and on exploration in Alaska with Newmont. He has
held senior positions within several projects throughout the goldfields of
Western Australia. As a research geologist with Newmont he worked on the
Batu Hijau Porhryry Cu-Au deposit in Indonesia. Most recently, through his
technical contributions and management skills, Mr. Gerteisen played a
significant role in the successful start-up, operations, and exploration which
resulted in further mine-life extending discoveries at several prominent
projects in the Australasian region, including Oxiana’s Sepon and PanAust’s
Phu Bia in Laos.
Mr. Gerteisen holds a Bachelor of Geology from the University of Idaho and
a Master’s Degree in Economic Geology from the Western Australia School
of Mines. He is a dual USA and Australia Citizen based in Alaska and a
member of the Australian Institute of Geoscientists.
Other current directorships:
Viridis Mining and Minerals Limited (ASX: VMM)
Former directorships (last 3 yr): None
Interests in shares:
1,833,614
Interests in options:
2,050,000
Interests in rights:
800,000
Nova Minerals Ltd | Annual Report 2024 23
Name:
Louie Simens
Title:
Executive Director
Age:
42
Experience and expertise:
Louie Simens served on our Board since December 2017, from Estelle
greenfields to its current 10Moz global resources under JORC code and as
our interim executive Chairman from April 2023 to July 23, 2024. Mr. Simens
is responsible for managing our core business operations, which requires
oversight of company-wide operational efficiencies and working with
management and the board to review and implement strategic plans to
facilitate growth. Mr. Simens has served as manager of our AK Custom
Mining LLC subsidiary since 2017, our Alaska Range Resources LLC
subsidiary since 2022 and our AK Operations LLC subsidiary since 2018. In
addition, Mr. Simens has served as a director of our AKCM (AUST) Pty Ltd
subsidiary since 2017. He has extensive experience in capital markets and
running businesses, as well as in corporate restructuring, due diligence and
mergers & acquisitions, where he utilizes his knowledge of corporate
governance and project management. Mr. Simens has a successful track
record spanning more than a decade, owning and operating contracting
businesses in the fields of both civil and building construction. Mr. Simens
has been a director of Benison Contractors Pty Ltd, his family construction
group since inception on 5 July 2007. He also undertakes property
development and investment. Mr. Simens was a Director of Snow Lake
Resources Ltd (Nasdaq: LITM), an entity in which we have a 29.6% interest,
since November 2018 to May 2022 and was appointed Snow Lake’s Non-
Executive Chairman in December 2020 after the company’s Nasdaq listing.
He has also served as Non-Executive Chairman of Torian Resources Ltd.
(now Asra Minerals (ASX: ASR)). Since February 2024, Mr. Simens serves
as a Director of CryptAi Pty Ltd, an artificial intelligence investment
company.
Other current directorships:
None
Former directorships (last 3 yr): Asra Minerals Limited (ASX: ASR), Snow Lake Resources Ltd (NASDAQ:
LITM)
Interests in shares:
9,033,199
Interests in options:
2,214,286
Interests in rights:
800,000
Name:
Craig Bentley
Title:
Director of Finance and Compliance
Age:
55
Experience and expertise:
Mr Craig Bentley holds a Bachelor of Commerce and Administration degree,
majoring in accountancy and commercial law. Mr Bentley held positions at
Ernst and Young and worked internationally, including on the audit of the
Bank of America and a special audit for an insurance company prior to IPO
listing in the USA amongst others. In addition, he has over 30 years
commercial and finance experience working in senior roles in multinational
private enterprises. As part of his role with Nova, Mr Bentley will also be
tasked with compliance and risk management, as well as assisting with the
company’s strategy during Nova’s forecasted rapid growth period.
Other current directorships:
None
Former directorships (last 3 yr): None
Interests in shares:
3,616,669
Interests in options:
821,429
Interests in rights:
-
Nova Minerals Ltd | Annual Report 2024 24
Name:
Rodrigo Capel Pasqua
Title:
Non-Executive Director
Age:
35
Experience and expertise:
Mr Rodrigo Capel Pasqua is a Member of the AusIMM, holds a BEng in
Mining Engineering from the University of São Paulo, a Western Australia
First Class Mine Managers Certificate and specialisations in Corporate
Leadership (University of Oxford), Corporate Strategy (London University)
and Finance (University of Illinois and Harvard University).
Technically, Mr Capel Pasqua skills encompass most aspects of
underground and open pit engineering, going from mining studies, financial
valuations and project execution to systems and new technology
implementation, operations management, and technical teams’ supervision.
He has vast experience in unlocking the value of mining projects across the
world, including specific expertise in large tonnage bulk mining operations
and at his tenure at Evolution Mining Limited, as Group Head of Mining and
Transformation, amongst many other projects and sites Mr Capel Pasqua
was involved with the Cowal Open Pit project and was also instrumental in
the Red Lake mine turnaround
At Nova Mr Capel Pasqua will provide technical and corporate advice as the
Company progresses the development of its flagship Estelle Gold Project in
Alaska
Other current directorships:
None
Former directorships (last 3
yr):
None
Special responsibilities:
Audit and Risk Committee and Remuneration and Nomination Committee
Interests in shares:
28,500
Interests in options:
264,250
Interests in rights:
-
Name:
Avi Geller
Title:
Non-Executive Director
Age:
36
Experience and expertise:
Mr. Geller has served as a member of our board of directors since November
2018. Mr. Geller has extensive investment experience and a deep
knowledge of corporate finance, including capital markets, venture capital,
hybrid, debt and private equity. He has been serving as the Chief Investment
Officer of Leonite Capital LLC, a family office he co-founded focusing on real
estate and capital markets, since January 2017. Mr. Geller has also served
as a director at DealFlow Financial Products, Inc. since January 2017. Since
May 2018, he has also served as a Director of Parkit Enterprise Inc., a
publicly traded real estate company (TSX-V:PKT; OTCQX:PKTEF). In the
past he served as an Interim Chief Executive Officer. From November 2020
through June 2022, He served as a Director at Australis Capital Inc.,
(AUSA.CN; OTCQB:AUSAF) a publicly traded company that is implementing
a capital light growth strategy towards establishing a highly competitive and
profitable MSO in the U.S. and global cannabis markets.
Other current directorships:
Parkit Enterprise Inc (TSX-V: PKT | OTCQX: PKTEF)
Former directorships (last 3 yr): None
Special responsibilities:
Audit and Risk Committee and Remuneration and Nomination Committee
Interests in shares:
2,290,177
Interests in options:
550,000
Interests in rights:
-
Nova Minerals Ltd | Annual Report 2024 25
'Other current directorships' quoted above are current directorships for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
‘Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities
only and excludes directorships of all other types of entities, unless otherwise stated.
Company Secretary
Name:
Ian Pamensky
Title:
Company Secretary
Age:
56
Experience and expertise:
Mr. Ian Pamensky has been our Secretary since September 18, 2019. Mr.
Pamensky is a Chartered Accountant, Fellow of Governance Institute of
Australia and fellow of FinSIA. He has over 30 years of experience working
across a wide range of industries, from audit and funds management to
mining and AgTech. Mr. Pamensky has significant experience as Company
Secretary of ASX listed companies.
Meetings of Directors
The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30
June 2024, and the number of meetings attended by each director were:
Full Board
Nomination and
Remuneration
Committee*
Audit and Risk
Committee*
Attended
Held
Attended
Held
Attended
Held
C Bentley
6
6
-
-
-
-
R Pasqua
6
6
-
-
-
-
A Geller
5
6
-
-
-
-
L Simens
6
6
-
-
-
-
C Gerteisen
6
6
-
-
-
-
‘Held’ represents the number of meetings held during the time the director held office.
* Committees were formed on 24 July 2024.
Nova Minerals Ltd | Annual Report 2024 26
The remuneration report details the key management personnel remuneration arrangements for the
consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
Principles used to determine the nature and amount of remuneration
●
Details of remuneration
●
Service agreements
●
Share-based compensation
●
Additional information
●
Additional disclosures relating to key management personnel
Principles Used to Determine the Nature and Amount of Remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is
competitive and appropriate for the results delivered. The framework aligns executive reward with the
achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform
to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that
executive reward satisfies the following key criteria for good reward governance practices:
●
Competitiveness and reasonableness
●
Acceptability to shareholders
●
Performance linkage / alignment of executive compensation
●
Transparency
At 30 June 2024, the consolidated entity did not have a formal Nomination and Remuneration Committee,
having regard to the size of the consolidated entity and its operations. The Board acknowledges
that when the size and nature of
the
Company
warrants the necessity of a formal remuneration
committee, such a committee will operate under a remuneration committee charter to be
approved by the Board. Until 30 June 2024, the Board as a whole, excluding any relevant affected director,
serves as a nomination committee to the Company. On 24 July 2024, the Board approved the formation of a
formal committee in conjunction with the NASDAQ IPO.
The reward framework is designed to align executive reward to shareholders' interests. The Board have
considered that it should seek to enhance shareholders' interests by:
●
Having economic profit as a core component of plan design
●
Focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price,
and delivering constant or increasing return on assets as well as focusing the executive on key non-
financial drivers of value
●
Attracting and retaining high calibre executives
Additionally, the reward framework should seek to enhance executives' interests by:
●
Rewarding capability and experience
●
Reflecting competitive reward for contribution to growth in shareholder wealth
●
Providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive director and executive
director remuneration is separate.
Remuneration Report (Audited)
Nova Minerals Ltd | Annual Report 2024 27
Non-Executive Directors Remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-
executive directors' fees and payments are reviewed annually by the Nomination and Remuneration
Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from
independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate
and in line with the market. The chairman's fees are determined independently to the fees of other non-
executive directors based on comparative roles in the external market. The chairman is not present at any
discussions relating to the determination of his own remuneration. Non-executive directors do receive share
options or other incentives
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by
a general meeting. The most recent determination was at the Annual General Meeting held on 29 November
2022, where the shareholders approved a maximum annual aggregate remuneration for non-executive
directors of $500,000.
Executive Remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and
mix of remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
Base pay and non-monetary benefits
●
Short-term performance incentives
●
Share-based payments
●
Other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Voting and comments made at the company's 2023 Annual General Meeting ('AGM')
At the 29 November 2023 AGM, 96.83% of the votes received supported the adoption of the remuneration
report for the year ended 30 June 2023. The company did not receive any specific feedback at the AGM
regarding its remuneration practices.
Details of Remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the
following tables.
Short-Term Benefits
Post-
Employ-
ment
Long-
Term
Benefits
Share-
Based
Payments
Cash
Salary
Cash
Non-
Super-
Long
Service
Equity-
and Fees
Bonus
monetary annuation
Leave
Settled
Total
30 June 2024
$
$
$
$
$
$
$
Non-Executive Directors:
R Capel Pasqua
84,900
-
-
-
-
24,962
109,862
A Geller
60,000
-
-
-
-
49,925
109,925
Executive Directors:
L Simens
276,000
-
-
-
-
45,323
321,323
C Gerteisen
384,369
-
-
-
-
45,323
429,692
C Bentley
120,000
-
-
-
-
74,887
194,887
925,269
-
-
-
-
240,420 1,165,689
Nova Minerals Ltd | Annual Report 2024 28
Short-Term Benefits
Post-
Employ-
ment
Long-
Term
Benefits
Share-
Based
Payments
Cash
Salary
Cash
Non-
Super-
Long
Service
Equity-
and Fees
Bonus
monetary annuation
Leave
Settled
Total
30 June 2023
$
$
$
$
$
$
$
Non-Executive Directors:
R Capel Pasqua
59,545
-
-
-
-
16,195
75,740
A Geller
60,000
-
-
-
-
28,918
88,918
A Ladd-Kruger
50,684
-
-
-
-
-
50,684
Executive Directors:
L Simens
268,000
-
-
-
-
215,698
483,698
C Gerteisen
374,208
-
-
-
-
215,698
589,906
C Bentley
112,000
-
-
-
-
44,650
156,650
924,437
-
-
-
-
521,159 1,445,596
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Percentage Fixed
Remuneration
Percentage Share-Based
Payments
Name
30 June
2024
30 June
2023
30 June
2024
30 June
2023
Non-Executive Directors:
R Capel Pasqua
77%
78%
23%
22%
A Geller
55%
67%
45%
33%
A Ladd-Kruger
-
100%
-
-
Executive Directors
L Simens
86%
55%
14%
45%
C Gerteisen
89%
63%
11%
37%
C Bentley
62%
71%
38%
29%
Service Agreements
Remuneration and other terms of employment for key management personnel are formalised in service
agreements. Details of these agreements are as follows:
Name:
Richard Beazley
Title:
Non-Executive Chairman
Agreement commenced:
Appointed 24 July 2024
Term of agreement:
The Company has entered into a Non-Executive Director letter agreement
with Mr Beazley on 04 June 2024 (Mr Beazley's appointment being
concurrent with the effectiveness of the Company’s F-1 registration
statement located with the American Securities Exchange Commission on
24 July 2024). The Company has agreed to pay Mr Beazley an annual fee of
AUD$120,000 (inclusive of superannuation contributions, if applicable) for
up to 20 hours per month. Any excess hours will be charged at AUD$300
per hour.
Nova Minerals Ltd | Annual Report 2024 29
Name:
Rodrigo Capel Pasqua
Title:
Non-Executive Director
Agreement commenced:
1 May 2022
Term of agreement:
The Company has entered into a Non-Executive Director letter agreement
with Mr Pasqua on 2 May 2022. The Company has agreed to pay Mr Pasqua
an annual fee of A$60,000 (inclusive of superannuation contributions, if
applicable) for up to 20 hours per month. Any excess hours will be charged
at AUD$300 per hour.
Name:
Craig Bentley
Title:
Director of Finance and Compliance
Agreement commenced:
19 February 2022 (Updated on 9 September 2022)
Term of agreement:
On 9 September 2022 the Company entered into an updated agreement to
pay Mr Bentley $120,000 (inclusive of superannuation contributions, if
applicable, effective 1 September 2022.
Termination by Company:
The Company must either give Mr Bentley twelve months’ written notice and,
at the end of that notice period, make a payment to Mr Bentley equal to his
salary over a twelve month period; or otherwise may terminate Mr Bentley's
employment with immediate effect by paying him the equivalent of his salary
over a twelve month period.
Termination by Mr Bentley
Mr Bentley may terminate his employment if the Company commits a serious
breach of the agreement and does not remedy that breach; or, otherwise,
by providing twelve months written notice to the Company.
Name:
Avi Gellar
Title:
Non-Executive Director
Agreement commenced:
23 July 2020
Term of agreement:
The Company has entered into a Non-Executive Director letter agreement
with Mr Gellar on 23 July 2020. The Company has agreed to pay Mr Gellar
an annual fee of A$60,000 (inclusive of superannuation contributions, if
applicable).
Name:
Chris Gerteisen
Title:
Executive Director and CEO
Agreement commenced:
20 April 2022 (Updated on 22 June 2023)
Term of agreement:
On 22 June 2022 the Company entered into an updated agreement to pay
Mr Gerteisen USD$252,000 pa (inclusive of superannuation contributions,
if applicable), effective 1 July 2022.
Termination by Company:
The Company must either give Mr Gerteisen twelve months’ written notice
and, at the end of that notice period, make a payment to Mr Gerteisen equal
to his salary over a twelve month period; or otherwise may terminate Mr
Gerteisen's employment with immediate effect by paying him the equivalent
of his salary over a twelve month period.
Termination by Mr Gerteisen:
Mr Gerteisen may terminate his employment if the Company commits a
serious breach of the agreement and does not remedy that breach; or,
otherwise, by providing twelve months written notice to the Company.
Nova Minerals Ltd | Annual Report 2024 30
Name:
Louie Simens
Title:
Executive Director (Executive Chairman to 24 July 2024)
Agreement commenced:
20 April 2022 (Updated on 9 September 2022)
Term of agreement:
On 9 September 2022 the Company entered into an updated agreement to
pay Mr Simens $276,000 pa (inclusive of superannuation contributions, if
applicable), effective 1 September 2022
Termination by Company
The Company must either give Mr Simens twelve months’ written notice and,
at the end of that notice period, make a payment to Mr Simens equal to his
salary over a twelve month period; or otherwise may terminate Mr Simens
employment with immediate effect by paying him the equivalent of his salary
over a twelve month period.
Termination by Mr Simens
Mr Simens may terminate his employment if the Company commits a serious
breach of the agreement and does not remedy that breach; or, otherwise,
by providing twelve months written notice to the Company.
Key management personnel have no entitlement to termination payments in the event of removal for
misconduct.
Share-Based Compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation
during the year ended 30 June 2024.
Options
There were no options over ordinary shares issued to directors and other key management personnel as part
of compensation that were outstanding as at 30 June 2024.
There were no options over ordinary shares granted to or vested by directors and other key management
personnel as part of compensation during the year ended 30 June 2024.
Performance rights
There were no performance rights over ordinary shares issued to directors and other key management
personnel as part of compensation that were outstanding as at 30 June 2024.
There were no performance rights over ordinary shares granted to or vested by directors and other key
management personnel as part of compensation during the year ended 30 June 2024.
Additional Information
The earnings of the consolidated entity for the five years to 30 June 2024 are summarised below:
2024
2023
2022
2021
2020
$
$
$
$
$
Revenue
270,626 12,027
20,000
2,145
104,662
Net assets
97,946,745 113,389,965 104,329,326 52,580,191
18,036,550
Net profit/(loss)
(16,954,105 )
(9,629,678) 38,097,293 (3,343,467)
(4,276,995)
The factors that are considered to affect total shareholders return are summarised below:
2024
2023
2022
2021
2020
Basic earnings per share (cents per share)
(7.70)
(5.77)
19.61
(0.20)
(0.43)
Diluted earnings per share (cents per share)
(7.70)
(5.77)
19.61
(0.20)
(0.43)
Nova Minerals Ltd | Annual Report 2024 31
Additional Disclosures Relating to Key Management Personnel
Shareholding
The number of shares in the company held during the financial year by each director and other members of
key management personnel of the consolidated entity, including their personally related parties, is set out
below:
Balance at
the Start of
the year
Received as
Part of
Remuneration Additions
Disposals/
Other
Balance at
the End of
the Year
Ordinary shares
C Bentley
3,000,002
-
616,667
-
3,616,669
R Pasqua
28,500
-
-
-
28,500
A Geller
2,290,177
-
-
-
2,290,177
L Simens
8,199,866
-
833,333
-
9,033,199
C Gerteisen
930,281
-
903,333
-
1,833,614
14,448,826
- 2,353,333
- 16,802,159
Option Holding
The number of options over ordinary shares in the company held during the financial year by each director
and other members of key management personnel of the consolidated entity, including their personally
related parties, is set out below:
Balance at
Expired/
Balance at
the Start of
Forfeited/
the End of
the Year
Granted
Exercised
Other
the Year
Options over ordinary shares
C Bentley
1,094,358
-
-
(272,929)
821,429
R Pasqua
265,200
-
-
(950)
264,250
A Geller
626,340
-
-
(76,340)
550,000
L Simens
2,487,616
-
-
(273,330)
2,214,286
C Gerteisen
2,579,178
-
-
(529,178)
2,050,000
7,052,692
-
- (1,152,727)
5,899,965
Performance Rights Holding
The number of performance rights over ordinary shares in the company held during the financial year by each
director and other members of key management personnel of the consolidated entity, including their
personally related parties, is set out below:
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Vested
other
the year
Performance rights over ordinary shares
L Simens
800,000
-
-
-
800,000
C Gerteisen
800,000
-
-
-
800,000
1,600,000
-
-
-
1,600,000
This concludes the remuneration report, which has been audited.
Shares Under Option
There were no unissued ordinary shares of Nova Minerals Limited under option outstanding at the date of this
report.
Nova Minerals Ltd | Annual Report 2024 32
Indemnity and Insurance of Officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good
faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and
executives of the company against a liability to the extent permitted by the Corporations Act 2001. The
contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
Indemnity and Insurance of Auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the
auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor
of the company or any related entity.
Proceedings on Behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party
for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.
Non-Audit Services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year
by the auditor are outlined in note 20 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or
by another person or firm on the auditor's behalf), is compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not
compromise the external auditor's independence requirements of the Corporations Act 2001 for the following
reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
●
none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical
Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision-making capacity for the company, acting as advocate for the company or jointly sharing
economic risks and rewards.
Officers of the Company Who are Former Partners of RSM Australia Partners
There are no officers of the company who are former partners of RSM Australia Partners.
Auditor's Independence Declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act
2001 is set out immediately after this directors' report.
Auditor
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.
Nova Minerals Ltd | Annual Report 2024 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
___________________________
Richard Beazley
Chairman
30 September 2024
Nova Minerals Ltd | Annual Report 2024 34
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Nova Minerals Limited for the year ended 30 June 2024, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
A L WHITTINGHAM
Partner
Dated: 30 September 2024
Melbourne, Victoria
Auditor’s Independence Declaration
Nova Minerals Ltd | Annual Report 2024
35
Financial Statements
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
38
Consolidated Statement of Financial Position
39
Consolidated Statement of Changes in Equity
40
Consolidated Statement of Cash Flows
42
Notes to the Financial Statements
43
Director’s Declaration
76
Independent Auditor’s Report
77
Shareholder Information
81
Nova Minerals Ltd | Annual Report 2024 36
General Information
The financial statements cover Nova Minerals Limited as a consolidated entity consisting of Nova Minerals
Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented
in Australian dollars, which is Nova Minerals Limited's functional and presentation currency.
Nova Minerals Limited is a listed public company limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business is:
Suite 5 242 Hawthorn Road
Caulfield Victoria 3161 Australia
A description of the nature of the consolidated entity's operations and its principal activities are included in
the directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors on 30
September 2024. The directors have the power to amend and reissue the financial statements.
Nova Minerals Ltd | Annual Report 2024 37
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes
Consolidated
Note
30 June
2024
30 June
2023
$
$
Revenue
Interest income
270,626
12,027
Other income, gains, and losses
Foreign exchange movement on financial liability
(226,908)
(24,883)
Gain from sale of property plant and equipment
-
16,137
Management fee
-
47,423
Fair value loss on investments
9
(833,951)
(2,577,419)
Gain from sale of investment
9
51,464
-
Gain on derivative liabilities
13
624,654
1,870,042
Impairment of Investment in Snow Lake Resources
8
(8,824,187)
-
Foreign exchange (loss)/gain
(201,545)
868,392
Share of losses of associate accounted for using equity method
8
(839,153)
(6,254,759)
Total revenue
(9,979,000)
(6,043,040)
Expenses
Administration expenses
4
(3,536,622)
(2,721,273)
Contractors & consultants
4
(1,264,728)
(739,380)
Share based payments
28
(335,669)
(780,235)
Amortisation of financial liability
(577,961)
(928,281)
Finance costs
4
(695,312)
(359,031)
Total expenses
(6,410,292)
(5,528,200)
Loss Before Income Tax Expense
(16,389,292)
(11,571,240)
Income tax expense
5
-
-
Loss After Income Tax Expense for the Year
(16,389,292) (11,571,240)
Other Comprehensive Income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
61,491
1,941,562
Other comprehensive income for the year, net of tax
61,491
1,941,562
Total Comprehensive Loss for the Year
(16,327,801)
(9,629,678)
Loss for the year is attributable to:
Non-controlling interest
(106,181)
(87,149)
Owners of Nova Minerals Limited
(16,283,111)
(11,484,091)
(16,389,292)
(11,571,240)
Total comprehensive income/(loss) for the year is attributable to:
Non-controlling interest
(98,299)
205,159
Owners of Nova Minerals Limited
(16,229,502)
(9,834,837)
(16,327,801)
(9,629,678)
Cents
Cents
Basic earnings/(loss) per share
27
(7.70)
(5.77)
Diluted earnings/(loss) per share
27
(7.70)
(5.77)
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
For the Year Ended 30 June 2024
Nova Minerals Ltd | Annual Report 2024 38
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
Consolidated
Note
30 June
2024
30 June
2023
$
$
Assets
Current Assets
Cash and cash equivalents
6
3,149,909
19,240,707
Trade and other receivables
7
328,794
495,186
Total current assets
3,478,703
19,735,893
Non-Current Assets
Investment in associate
8
7,104,167
16,767,507
Other financial assets at fair value through profit or loss
9
1,929,321
1,738,137
Property, plant and equipment
10
2,616,080
3,025,170
Exploration and evaluation
11
92,117,750
81,070,075
Total non-current assets
103,767,318
102,600,889
Total Assets
107,246,021
122,336,782
Liabilities
Current Liabilities
Trade and other payables
12
1,804,042
2,414,485
Convertible notes
13
1,405,990
1,179,788
Total current liabilities
3,210,032
3,594,273
Non-Current Assets
Convertible notes
13
5,652,257
5,352,544
Total non-current liabilities
5,652,257
5,352,544
Total Liabilities
8,862,289
8,946,817
Net Assets
98,383,732
113,389,965
Equity
Issued capital
14 143,972,570
142,986,671
Foreign currency reserves
3,928,914
3,875,305
Share based-payment reserves
15
9,061,897
8,726,228
Accumulated losses
(66,268,134) (49,985,023)
Equity attributable to the owners of Nova Minerals Limited
90,695,247
105,603,181
Non-controlling interest
16
7,688,485
7,786,784
Total Equity
98,383,732
113,389,965
Consolidated Statement of Financial Position
For the Year Ended 30 June 2024
Nova Minerals Ltd | Annual Report 2024 39
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Issued
Share
Based
Payments
Foreign
Currency Accumulated
Non-
Controll-
ing
Total Equity
Capital
Reserves Reserves
Losses
Interest
Consolidated
$
$
$
$
$
$
Balance at 1 July 2022
125,713,259 7,309,323
2,226,051 (38,500,932) 7,581,625
104,329,326
Loss after income tax
expense for the year
-
-
- (11,484,091)
(87,149) (11,571,240)
Other comprehensive
income for the year, net of
tax
-
- 1,649,254
-
292,308
1,941,562
Total comprehensive
income/(loss) for the year
-
- 1,649,254 (11,484,091)
205,159
(9,629,678)
Transactions with owners in
their capacity as owners:
Issue of shares for cash
(Note 14)
19,059,988
-
-
-
-
19,059,988
Options converted
(Note 14)
40,130
40,130
Share issue costs (Note 14)
(1,826,706)
-
-
-
-
(1,826,706)
Share options expense for
period (Note 28)
- 1,116,829
-
-
-
1,116,829
Performance rights granted
(Note 28)
-
300,076
-
-
-
300,076
Balance at 30 June 2023
142,986,671 8,726,228 3,875,305
(49,985,023) 7,786,784 113,389,965
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2024
Nova Minerals Ltd | Annual Report 2024 40
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Issued
Share
Based
Payments
Foreign
Currency Accumulated
Non-
Controll-
ing
Total Equity
Capital
Reserves
Reserves
Losses
Interest
Consolidated
$
$
$
$
$
$
Balance at 1 July 2023
142,986,671
8,726,228
3,875,305 (49,985,023) 7,786,784 113,389,965
Loss after income tax
expense for the year
-
-
-
(16,283,111) (106,181) (16,389,292)
Other comprehensive
income/(loss) for the year,
net of tax
-
-
53,609
-
7,882
61,491
Total comprehensive
income/(loss) for the year
-
-
53,609
(16,283,111)
(98,299) (16,327,801)
Transactions with owners in
their capacity as owners:
Issue of shares for cash
(Note 14)
1,000,005
-
-
-
-
1,000,005
Options converted
(Note 14)
176
-
-
-
-
176
Share issue costs (Note 14)
(14,282)
-
-
-
-
(14,282)
Share options expense for
period (Note 28)
-
798,798
-
-
-
798,798
Performance rights
(Note 28)
-
(463,129)
-
-
-
(463,129)
Balance at 30 June 2024
143,972,570
9,061,897 3,928,914
(66,268,134) 7,688,485
98,383,732
Consolidated Statement of Changes in Equity (Continued)
For the Year Ended 30 June 2024
Nova Minerals Ltd | Annual Report 2024 41
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
Consolidated
Note
30 June
2024
30 June
2023
$
$
Cash Flows from Operating Activities
Payments to suppliers and employees (inclusive of GST)
(3,210,966) (3,095,422)
Interest received
262,818
13,530
Interest and other finance costs paid
(718,620)
(1,785)
Net cash used in operating activities
26
(3,666,768) (3,083,677)
Cash Flows from Investing Activities
Payments for property, plant and equipment
(255,553)
(213,299)
Payments for exploration and evaluation
(12,398,898) (23,647,509)
Loans to Snow Lake Resources
144,804
100,000
Loans to other entity
(996,546)
-
Loans to related party
-
103,813
Payments to acquire investments
(125,000)
(271,182)
Convertible note Asra Minerals
257,808
(250,000)
Proceeds from disposal of property, plant and equipment
-
38,500
Proceeds from disposal of investments
51,464
-
Net cash used in investing activities
(13,321,921) (24,139,677)
Cash Flows from Financing Activities
Proceeds from issue of shares
14
996,966 19,059,988
Proceeds from Issue of derivative financial liability
-
7,449,210
Proceeds from exercise of options
176
39,871
Share issue transaction costs
(10,250) (1,390,454)
Net cash from financing activities
986,892 25,158,615
Net decrease in cash and cash equivalents
(16,001,797) (2,064,739)
Cash and cash equivalents at the beginning of the financial year
19,240,707 21,278,936
Effects of exchange rate changes on cash and cash equivalents
(89,001)
26,510
Cash and Cash Equivalents at the End of the Financial Year
6
3,149,909 19,240,707
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2024
Nova Minerals Ltd | Annual Report 2024 42
Notes to the Financial Statements
Note 1: Material Accounting Policy Information
44
Note 2: Critical Accounting Judgements, Estimates and Assumptions
52
Note 3: Operating Segments
54
Note 4: Expenses
54
Note 5: Income Tax Expense
55
Note 6: Cash and Cash Equivalents
55
Note 7: Other Current Assets
56
Note 8: Investment in Associate
56
Note 9: Other Financial Assets at Fair Value Through Profit or Loss
57
Note 10: Property, Plant and Equipment
57
Note 11: Exploration and Evaluation
58
Note 12: Trade and Other Payables
58
Note 13: Convertible Notes
59
Note 14: Issued Capital
60
Note 15: Share Based-Payment Reserves
61
Note 16: Non-Controlling Interest
61
Note 17: Financial Instruments
62
Note 18: Fair Value Measurements
65
Note 19: Key Management Personnel Disclosures
66
Note 20: Remuneration of Auditors
66
Note 21: Capital Commitments – Property, Plant and Equipment
66
Note 22: Contingent Liabilities
67
Note 23: Related Party Transactions
67
Note 24: Parent Entity Information
67
Note 25: Interests in Subsidiaries
68
Note 26: Reconciliation of Loss After Income Tax to Net Cash
Used in Operating Activities
70
Note 27: Earnings/(Loss) Per Share
70
Note 28: Share-Based Payments
71
Note 29: Events After the Reporting Period
74
Note 30: Consolidated Entity Disclosure Statement
75
Nova Minerals Ltd | Annual Report 2024 43
Note 1 Material Accounting Policy Information
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
New or Amended Accounting Standards and Interpretations Adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting
period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
Basis of Preparation
These general-purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the
Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued by the International Accounting Standards Board
('IASB').
Historical Cost Convention
The financial statements have been prepared under the historical cost convention, except for, where
applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets
at fair value through other comprehensive income, investment properties, certain classes of property, plant
and equipment and derivative financial instruments.
Critical Accounting Estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the consolidated entity's
accounting policies. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in note 2.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will
continue as a going concern.
For the financial year ended 30 June 2024, the Company incurred a net loss after tax of $16,389,292 and
utilized cash in operating and investing activities of $3,666,768 and $13,321,921 respectively. The ability to
continue as a going concern and realize its exploration asset is dependent on a number of factors, the most
significant of which is obtaining additional funding to complete the exploration activities.
These factors indicate a material uncertainty which may cast significant doubt as to whether the Company
will continue as a going concern and therefore whether it will realize its assets and extinguish its liabilities in
the normal course of business and at the amounts stated in the financial report.
The directors have reviewed the Company’s overall position and outlook in respect of the matters identified
above and are of the opinion that the use of the going concern basis is appropriate in the circumstances for
the following reasons:
•
The Company has cash resources of $3,149,909 as at 30 June 2024;
•
The Company announced on 24 July 2024 the NASDAQ IPO for gross proceeds of approximately
US$3.3m (AUD$4.9m), before deducting underwriting discounts and offering expenses.
Notes to the Consolidated Financial Statements
For the Year Ended 30 June 2024
Nova Minerals Ltd | Annual Report 2024 44
•
The Company announced on 24 September 2024 a secondary raising on the NASDAQ for gross
proceeds of approximately US$2.15m (AUD$3.14m), before deducting underwriting discounts and
offering expenses.
•
The Company has the ability to scale back its exploration activities should funding not be available to
continue exploration at its current levels; and
•
The Company has listed investments that can be realized as needed to support the company’s cash
flows
The financial report does not include any adjustments relating to the amounts or classification of recorded
assets or liabilities that might be necessary if the company and Group does not continue as a going concern.
Accordingly, the Company has concluded that substantial doubt of its ability to continue as a going concern
has been alleviated
Parent Entity Information
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed in note 24.
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Nova Minerals
Limited ('company' or 'parent entity') as at 30 June 2024 and the results of all subsidiaries for the year then
ended. Nova Minerals Limited and its subsidiaries together are referred to in these financial statements as the
'consolidated entity'.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the activities
of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances, and unrealised gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference
between the consideration transferred and the book value of the share of the non-controlling interest acquired
is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit
or loss and other comprehensive income, statement of financial position and statement of changes in equity
of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities, and non-controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The consolidated entity recognises the fair value of the consideration received and the
fair value of any investment retained together with any gain or loss in profit or loss.
Operating Segments
Operating segments are presented using the 'management approach', where the information presented is on
the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM
is responsible for the allocation of resources to operating segments and assessing their performance.
Nova Minerals Ltd | Annual Report 2024 45
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is Nova Minerals Limited's functional and
presentation currency.
Foreign Currency Transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss.
Foreign Operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates
at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars
using the average exchange rates, which approximate the rates at the dates of the transactions, for the period.
All resulting foreign exchange differences are recognised in other comprehensive income through the foreign
currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is
disposed of.
Revenue Recognition
The consolidated entity recognises revenue as follows:
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying amount of the financial asset.
Income Tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on
the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and
liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior
periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be
applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset
or liability in a transaction that is not a business combination and that, at the time of the transaction,
affects neither the accounting nor taxable profits; or
●
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint
ventures, and the timing of the reversal can be controlled, and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting
date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable
profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets
are recognised to the extent that it is probable that there are future taxable profits available to recover the
asset.
Nova Minerals Ltd | Annual Report 2024
46
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax
assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to
the same taxable authority on either the same taxable entity or different taxable entities which intend to settle
simultaneously.
Nova Minerals Limited (the 'head entity') and its wholly owned Australian subsidiaries have formed an income
tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax
consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated
group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of
taxes to allocate to members of the tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax
liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits
assumed from each subsidiary in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as
amounts receivable from or payable to other entities in the tax consolidated group. The tax funding
arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax
consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a
distribution by the subsidiaries to the head entity.
Current and Non-Current Classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed
in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected
to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal
operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the
reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement
of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are
shown within borrowings in current liabilities on the statement of financial position.
Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using
the effective interest method, less any allowance for expected credit losses. Trade receivables are generally
due for settlement within 30 days.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Derivative Financial Instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes
in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature
of the item being hedged.
Nova Minerals Ltd | Annual Report 2024 47
Associates
Associates are entities over which the consolidated entity has significant influence but not control or joint
control. Investments in associates are accounted for using the equity method. Under the equity method, the
share of the profits or losses of the associate is recognised in profit or loss and the share of the movements
in equity is recognised in other comprehensive income. Investments in associates are carried in the statement
of financial position at cost plus post-acquisition changes in the consolidated entity's share of net assets of
the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is
neither amortised nor individually tested for impairment. Dividends received or receivable from associates
reduce the carrying amount of the investment.
When the consolidated entity's share of losses in an associate equal or exceeds its interest in the associate,
including any unsecured long-term receivables, the consolidated entity does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the associate.
The consolidated entity discontinues the use of the equity method upon the loss of significant influence over
the associate and recognises any retained investment at its fair value. Any difference between the associate's
carrying amount, fair value of the retained investment and proceeds from disposal is recognised in profit or
loss.
Investments and Other Financial Assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as
part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification
is determined based on both the business model within which such assets are held and the contractual cash
flow characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been
transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership.
When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is
written off.
Financial Assets at Amortised Cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held
within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii)
the contractual terms of the financial asset represent contractual cash flows that are solely payments of
principal and interest.
Financial Assets at Fair Value Through Profit or Loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either:
(i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of
making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value
movements are recognised in profit or loss.
Impairment of Financial Assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are
either measured at amortised cost or fair value through other comprehensive income. The measurement of
the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as
to whether the financial instrument's credit risk has increased significantly since initial recognition, based on
reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset
has become credit impaired or where it is determined that credit risk has increased significantly, the loss
allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss
recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls
over the life of the instrument discounted at the original effective interest rate.
Nova Minerals Ltd | Annual Report 2024 48
For financial assets mandatorily measured at fair value through other comprehensive income, the loss
allowance is recognised in other comprehensive income with a corresponding expense through profit or loss.
In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through
profit or loss.
Property, Plant and Equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Plant and equipment
5-10 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds
are taken to profit or loss.
Exploration and Evaluation
Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are
current is carried forward as an asset in the statement of financial position where it is expected that the
expenditure will be recovered through the successful development and exploitation of an area of interest, or
by its sale; or exploration activities are continuing in an area and activities have not reached a stage which
permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a
project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year
in which the decision is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the
life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end
of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised
cost and are not discounted.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction
costs. They are subsequently measured at amortised cost using the effective interest method.
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in
the statement of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market
rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the
amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the
passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the
conversion option that is recognised and included in shareholders equity as a convertible note reserve, net
of transaction costs. The carrying amount of the conversion option is not remeasured in the subsequent years.
The corresponding interest on convertible notes is expensed to profit or loss.
Nova Minerals Ltd | Annual Report 2024 49
Finance Costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred.
Employee Benefits
Short-Term Employee Benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave, long service leave and
accumulating sick leave expected to be settled wholly within 12 months of the reporting date are measured
at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is expensed
to profit or loss when incurred.
Other Long-Term Employee Benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the
reporting date are measured at the present value of expected future payments to be made in respect of
services provided by employees up to the reporting date using the projected unit credit method.
Consideration is given to expected future wage and salary levels, experience of employee departures and
periods of service. Expected future payments are discounted using market yields at the reporting date on
high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Retirement Benefit Obligations
All employees of the consolidated entity are entitled to benefits from the consolidated entity's superannuation
plan on retirement, disability or death. The consolidated entity has a defined benefit section and a defined
contribution section within its plan. The defined benefit section provides defined lump sum benefits based on
years of service and final average salary. The defined contribution section receives fixed contributions from
entities in the consolidated entity and the consolidated entity's legal or constructive obligation is limited to
these contributions.
A liability or asset in respect of defined benefit superannuation plans is recognised in the statement of financial
position, and is measured at the present value of the defined benefit obligation at the reporting date less the
fair value of the superannuation fund's assets at that date and any unrecognised past service cost. The present
value of the defined benefit obligation is based on expected future payments which arise from membership
of the fund to the reporting date, calculated annually by independent actuaries using the projected unit credit
method. Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service.
Expected future payments are discounted using market yields at the reporting date on high quality corporate
bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash
outflows.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised, in the period in which they occur, in other comprehensive income.
Past service costs are recognised immediately in profit or loss, unless the changes to the superannuation
fund are conditional on the employees remaining in service for a specified period of time ('the vesting period').
In this case, the past service costs are amortised on a straight-line basis over the vesting period.
Share-Based Payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees and advisors.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in
exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of
services, where the amount of cash is determined by reference to the share price.
Nova Minerals Ltd | Annual Report 2024 50
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently
determined using either the Binomial or Black-Scholes option pricing model that takes into account the
exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price
volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the
option, together with non-vesting conditions that do not determine whether the consolidated entity receives
the services that entitle the employees to receive payment. No account is taken of any other vesting
conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity
over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value
of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the
vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at
each reporting date less amounts already recognised in previous periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by
applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and
conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the
liability is calculated as follows:
●
during the vesting period, the liability at each reporting date is the fair value of the award at that date
multiplied by the expired portion of the vesting period.
●
from the end of the vesting period until settlement of the award, the liability is the full fair value of the
liability at the reporting date.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the
cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to
market conditions are considered to vest irrespective of whether or not that market condition has been met,
provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not
been made. An additional expense is recognised, over the remaining vesting period, for any modification that
increases the total fair value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy
the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or
employee and is not satisfied during the vesting period, any remaining expense for the award is recognised
over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any
remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled
award, the cancelled and new award is treated as if they were a modification.
Fair Value Measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date; and assumes that the
transaction will take place either: in the principal market; or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming they act in their economic best interests. For non-financial assets, the fair value
measurement is based on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair value, are used, maximising the use
of relevant observable inputs and minimising the use of unobservable inputs.
Nova Minerals Ltd | Annual Report 2024 51
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each
reporting date and transfers between levels are determined based on a reassessment of the lowest level of
input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal
expertise is either not available or when the valuation is deemed to be significant. External valuers are selected
based on market knowledge and reputation. Where there is a significant change in fair value of an asset or
liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs
applied in the latest valuation and a comparison, where applicable, with external sources of data.
Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Earnings per share
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Nova Minerals
Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares
issued during the financial year.
Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
Goods and Services Tax ('GST') and Other Similar Taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of
the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount
of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in
the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the tax authority, are presented as operating
cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
tax authority.
New Accounting Standards and Interpretations Not Yet Mandatory or Early Adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended
30 June 2024. The consolidated entity has not yet assessed the impact of these new or amended Accounting
Standards and Interpretations.
Note 2. Critical Accounting Judgements, Estimates and Assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Nova Minerals Ltd | Annual Report 2024 52
Management bases its judgements, estimates and assumptions on historical experience and on other various
factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual
results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Share-Based Payment Transactions
The consolidated entity measures the cost of equity-settled transactions with employees by reference to the
fair value of the equity instruments at the date at which they are granted. The fair value is determined by using
either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the
instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based
payments would have no impact on the carrying amounts of assets and liabilities within the next annual
reporting period but may impact profit or loss and equity.
Allowance for Expected Credit Losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is
based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to
allocate an overall expected credit loss rate for each group. These assumptions include recent sales
experience and historical collection rates.
Fair Value Measurement Hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the
asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore
which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These
include discounted cash flow analysis or the use of observable inputs that require significant adjustments
based on unobservable inputs.
Estimation of Useful Lives of Assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives could change
significantly as a result of technical innovations or some other event. The depreciation and amortisation
charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or
non-strategic assets that have been abandoned or sold will be written off or written down.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity
considers it is probable that future taxable amounts will be available to utilise those temporary differences
and losses.
Exploration and Evaluation Costs
Exploration and evaluation costs have been capitalised on the basis that the consolidated entity will
commence commercial production in the future, from which time the costs will be amortised in proportion to
the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalised
which includes determining expenditures directly related to these activities and allocating overheads between
those that are expensed and capitalised. In addition, costs are only capitalised that are expected to be
recovered either through successful development or sale of the relevant mining interest. Factors that could
impact the future commercial production at the mine include the level of reserves and resources, future
technology changes, which could impact the cost of mining, future legal changes and changes in commodity
prices. To the extent that capitalised costs are determined not to be recoverable in the future, they will be
written off in the period in which this determination is made.
Nova Minerals Ltd | Annual Report 2024 53
Note 3. Operating Segments
Operating segment information is disclosed on the same basis as information used for internal reporting
purposes
At regular intervals, the board is provided management information for the Company’s cash position, the
carrying values of exploration permits and Company cash forecast for the next twelve months of operation.
On this basis, the board considers the consolidated entity operates in one segment being exploration
of minerals and two geographical areas, being Australia and United States. For the financial year ended 30
June 2024 the Canadian assets relate to the investment in associate and the exploration asset has been
eliminated due to the deconsolidation.
Geographical Information
Interest Income
Geographical Non-Current
Assets
30 June
2024
30 June
2023
30 June 2024
30 June
2023
$
$
$
$
Australia
270,381
7,397
511,073
1,470,024
Canada
-
-
7,104,167
16,767,507
United States
245
4,630
96,152,078
84,363,356
270,626
12,027
103,767,318 102,600,889
Note 4. Expenses
Consolidated
30 June
2024
30 June
2023
$
$
Loss before income tax includes the following specific expenses:
Depreciation
592,385
456,904
Superannuation
894
1,151
Corporate and Consultants
1,264,728
739,380
Finance Charges
695,312
359,031
2,553,319
1,556,466
Nova Minerals Ltd | Annual Report 2024 54
Note 5. Income Tax Expense
Consolidated
30 June 2024
30 June
2023
$
$
Numerical reconciliation of income tax expense and tax at the statutory
rate
Loss before income tax expense
(16,389,292)
(11,571,240)
Tax at the statutory tax rate of 25%
(4,097,323)
(2,892,810)
Tax effect amounts which are not deductible/(taxable) in calculating
taxable income:
Impairment of Investment in Snow Lake Resources
2,206,047
-
Share-based payments
83,917
195,059
Share of profits(losses) - associates
215,558
1,563,690
(1,591,801)
(1,134,061)
Current year temporary differences not recognised
1,591,801
1,134,061
Income tax expense
-
-
Consolidated
30 June
2024
30 June
2023
$
$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised
50,533,261 37,940,614
Potential tax benefit @ 25%/21%
12,471,642
9,359,226
Under current legislation the tax losses cannot be carried forward indefinitely if control, ownership, or
business nature changes. Deferred tax assets have not been recognised in respect of these items because it
is not probable that future taxable profit will be available against which the consolidated entity can utilise the
benefits.
These tax losses are also subject to final determination by the taxation authorities when the company derives
taxable income.
The tax losses are subject to further review to determine if they satisfy the necessary legislative requirements
under Income Tax legislation for carry forward and recoupment of tax losses.
Note 6. Current Assets – Cash and Cash Equivalents
Consolidated
30 June
2024
30 June
2023
$
$
Current Assets
Cash at bank
3,149,909 19,240,707
Nova Minerals Ltd | Annual Report 2024 55
Note 7. Other Current Assets
Consolidated
30 June
2024
30 June
2023
$
$
Current Assets
Other receivable
104,868
264,705
Rent bond
-
5,830
Prepayments
288,987
217,351
GST (payable)/receivable
(65,061)
7,300
328,794
495,186
The Company’s exposure to credit risk related to other receivables are disclosed in note 17.
Note 8. Investment in Associate
Consolidated
30 June
2024
30 June
2023
$
$
Non-Current Assets
Investment in Snow Lake Resources
7,104,167 16,767,507
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current
and previous financial year are set out below:
Opening carrying amount
16,767,507 23,022,266
Share of Snow Lake Resources loss for period
(839,153) (6,254,759)
Impairment of investment in Snow Lake Resources
(8,824,187)
-
Closing carrying amount
7,104,167 16,767,507
As of 30 June 2024, Nova Minerals owns 29.6% of Snow Lake Resources due to dilution and has applied the
equity method of investment accounting for its interest in Snow Lake Resources (Address of principal
executive office: Winnipeg, Manitoba , Canada)
As a result of the shareholding dilution, as well as the company having limited oversight in management of
Snow Lake Resources, the directors of Nova Minerals determined the company had lost control of its
subsidiary as at 23 November 2021.
In line with AASB 10 (IFRS 10) Consolidated Financial Statements Nova Minerals therefore derecognized the
assets and liabilities of the Snow Lake Resources group in its consolidated statement of financial position as
at 23 November 2021, generating a gain on deconsolidation recognized in the consolidated profit and loss
statement of the group in the period.
As a result of a significant and prolonged decline in the operations of Snow Lake Resources, management
have decided to recognize an impairment as at 30 June 2024 of $8,824,187.
As at the 30 June 2024 Nova Mineral’s 6,600,000 shares in Snow Lake Resources, which is listed on the
NASDAQ, had a market price of USD$0.713 per share, giving a fair value as of that date of USD$4,705,800,
AUD$7,104,167, (30 June 2023, 6,600,000 shares with a market value of USD$2.27 per share giving a fair
value of USD$22,597,351, AUD$34,081,977).
Nova Minerals Ltd | Annual Report 2024 56
Note 9. Other Financial Assets at Fair Value Through Profit or Loss
Consolidated
30 June
2024
30 June
2023
$
$
Non-Current Assets
Investments in Asra Minerals Limited at fair value
511,073
1,220,024
Investment in Alaska Asia Clean Energy Corp at fair value
205,887
205,887
Loans granted to related parties note 23
62,226
62,226
Loan to Alaska Asia Clean Energy Corp *
1,150,135
-
Convertible note in ASRA Minerals Limited
-
250,000
1,929,321
1,738,137
*This loan is recorded at amortised cost not fair value
Consolidated
30 June
2024
30 June
2023
$
$
Reconciliation Investments at Fair Value
Reconciliation of the carrying amounts at the beginning and end of the current
and previous financial year are set out below:
Opening balance
1,425,911
3,797,443
Addition
Alaska Asia Clean Energy Corp
-
205,887
AX8 Shares
51,464
-
Asra Minerals Shares
125,000
-
Gain on Disposal
AX8 Shares
(51,464)
-
Movement in Fair Value
Asra Minerals Shares
(787,443) (2,112,330)
Asra Minerals ASROB options
(46,508)
(465,089)
Closing fair value
716,960
1,425,911
The Investment in Asra Minerals Limited comprises shares and options held by the group measured at fair
value. The group shareholding in Asra Minerals comprises 6.28% ownership.
Note 10. Property, Plant and Equipment
Consolidated
30 June
2024
30 June
2023
$
$
Non-Current Assets
Plant and equipment - at cost
4,385,521
4,206,168
Less: Accumulated depreciation
(1,769,441) (1,180,998)
2,616,080
3,025,170
Nova Minerals Ltd | Annual Report 2024 57
Note 10. Property, Plant and Equipment (Continued)
Reconciliations
Consolidated
30 June
2024
30 June
2023
$
$
Opening balance
3,025,170
3,118,808
Additions
176,113
283,655
Foreign exchange movement
7,182
98,474
Depreciation expense
(592,385)
(456,904)
Disposals
-
(18,863)
Carrying amount at end of period
2,616,080
3,025,170
All property plant and equipment stated under the historical cost convention
Note 11. Exploration and Evaluation
Consolidated
30 June
2024
30 June
2023
$
$
Non-Current Assets
Exploration and evaluation expenditure – At cost
92,117,750 81,070,075
Reconciliations
Reconciliations of the written down values at the beginning and end of the current
financial year are set out below:
Consolidated
30 June
2024
30 June
2023
$
$
Opening balance
81,080,075 56,702,626
Additions
10,974,363 22,157,270
Revaluation due to foreign exchange
63,312
2,210,179
Carrying amount at end of year
92,117,750 81,070,075
Note 12. Trade and Other Payables
Consolidated
30 June
2024
30 June
2023
$
$
Current Liabilities
Trade and Other Payables
1,804,042
2,414,485
Nova Minerals Ltd | Annual Report 2024 58
Note 13. Convertible Notes
Consolidated
30 June
2024
30 June
2023
$
$
Current Liabilities
Financial derivative liability
384,500
250,921
Financial liability
1,021,490
928,867
1,405,990
1,179,788
Non-Current liabilities
Financial liability
5,652,257
5,352,544
7,058,247
6,532,332
Reconciliations
Reconciliation of convertible note since inception to 30 June 2024 is set out below:
Consolidated
30 June
2024
30 June
2023
$
$
The initial recognition of the financial liability and derivative was:
Financial derivative liability
250,921
2,120,963
Financial liability
6,281,411
5,328,247
6,532,332
7,449,210
Movement to 30 June 2024
Gain on financial derivative
(624,654) (1,870,042)
Amortization of financial liability
577,961
928,281
Financial liability movement
428,333
-
Foreign exchange movement
226,908
24,883
Option fee
(82,633)
-
525,915
(916,878)
7,058,247
6,532,332
The financial liability and corresponding derivative represent the fair value of the loan facility Nova entered
into on 27 October 2022 up to USD$7 million with an interest payable of 6.05% adjusted by the delta over a
3% SOFR floor. This was subsequently drawn down on 21 November 2022 and has a maturity of 24 months
from draw down. Subsequently on the 3 June 2024 Nova exercised its right to extend the maturity date of the
loan by a period of 12 months to 29 November 2025.
The facility has a conversion option which gives the lender the right to convert the principal plus any accrued
interest into a variable number of shares. If Nova’s share price is greater than 150% of the conversion price,
then Nova at its option may elect to force Nebari to convert the conversion amount, at the conversion price.
Given the lender has the right to a variable number of shares and in accordance with AASB 9 (IFRS 9) this
constitutes a compound financial instrument which requires both a financial liability and derivative to be
recognised.
The derivative is recognised first at fair value and subsequently remeasured at each reporting period with the
corresponding gain or loss recognised through the profit and loss. The remaining value is recognised as a
financial liability and amortised over the life of the loan based on a 25.32% effective interest rate in accordance
with AASB 9 (IFRS 9).
Nova Minerals Ltd | Annual Report 2024 59
Note 13. Convertible Notes (Continued)
Due to the extension of the term on the loan facility by 12 months, to November 2025, this was determined to
be a substantial modification, in accordance with AASB 9 (IFRS 9), resulting in the previous financial
instruments associated needing to be extinguished and a new financial instrument being recognised at fair
value.
Nova may repay up to 50% of the outstanding principal in discounted shares (10% discount to the 15 day
VWAP proceeding the prepayment date). In the event of a voluntary prepayment, Nova will also issue Nebari
options to subscribe for Nova shares, with a 2 year expiry period from the date of the options issuance, at a
strike price equal to a 40% premium to the VWAP of the Company’s shares for the 15 days preceding the
earlier of the documentation completion date and the date at which the financing facility is announced to the
public, converted at the AUD:USD exchange rate on the day preceding the conversion date (“Strike Price”)
and in the amount of 80% of the Prepayment Amount divided by the Strike Price.
Note 14. Issued Capital
Consolidated
30 June 2024 30 June 2024 30 June 2023 30 June 2023
Shares
$
Shares
$
Issued capital
215,056,881
150,346,596
210,889,961
149,346,415
Share issue costs
-
(6,374,026)
-
(6,359,744)
215,056,881
143,972,570
210,889,961
142,986,671
June 2024
June 2024
June 2023
June 2023
Ordinary share - Issued and fully paid
No
$
No
$
At the beginning of the period
210,889,961 142,986,671
180,202,285 125,713,259
- Contributions of equity
4,166,669
1,000,005
27,228,501
19,059,988
- Shares issued on conversion of options
251
176
100,185
40,130
- Shares issued on conversion of conversion
of cashless options
-
-
3,358,990
-
- Share issue costs – share based payments
-
-
-
(636,670)
- Share issue costs - cash payments
-
(14,282)
-
(1,190,036)
Closing balance
215,056,881 143,972,570
210,889,961 142,986,671
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares
have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon
a poll each share shall have one vote.
Capital Risk Management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain
an optimum capital structure to reduce the cost of capital.
Nova Minerals Ltd | Annual Report 2024 60
Note 15. Share Based-Payment Reserves
Consolidated
30 June
2024
30 June
2023
$
$
Share-based payments reserve
9,061,897
8,726,228
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of
their remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the financial years are set out below:
Consolidated
30 June
2024
30 June
2023
$
$
Opening balance
8,726,228
7,309,323
Options expense in period (note 28)
798,798
1,116,829
Performance rights granted (note 28)
(463,129)
300,076
Closing balance
9,061,897
8,726,228
Note 16. Non-Controlling Interest
Consolidated
30 June
2024
30 June
2023
$
$
Issued capital
7,357,911
7,357,911
Reserves
693,023
685,141
Accumulated losses
(362,449)
(256,268)
7,688,485
7,786,784
As of the 30 June 2024 the non-controlling interest is 15% equity holding in AKCM Pty Ltd (2023: 15%).
Nova Minerals Ltd | Annual Report 2024 61
Note 17. Financial Instruments
The consolidated entity activities expose it to a variety of financial risks, market risk, credit risk and liquidity
risk.
The Company’s overall risk management program focuses on the unpredictability of financial markets and
seeks to minimize potential adverse effects of the financial performance of the entity.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange risk, interest rates and equity
prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within acceptable parameters, while
optimizing the return.
The consolidated entity operates internationally and therefore there is exposure to foreign exchange risk
arising from currency exposures. The consolidated entity holds investments in Asra Minerals Ltd (ASX: ASR)
and Alaska Asian Clean Energy Corp which are exposed to security price risk. The objective of market risk
management associated with equity security price is to manage and control market risk exposures within
acceptable parameters. The consolidated entity is not exposed to commodity price risk as the consolidated
entity is still carrying out exploration.
Interest Rate Risk
Interest rate risk arises from investment of cash at variable rates. The consolidated entity income and
operating cash flows are not materially exposed to changes in market interest rates. At the reporting date,
the interest rate profile of the Company’s interest-bearing financial instruments was:
Consolidated
30 June
2024
30 June
2023
$
$
Variable Rate Instruments
Cash and cash equivalents
3,149,909 19,240,707
Interest rate risk arises from investment of cash at variable rates. The Company’s income and operating cash
flows are not materially exposed to changes in market interest rates.
An increase of 100 basis points (decrease of 100 basis points) in interest rates at the reporting date would
have increased (decreased) equity and profit or loss by the amounts presented below. This analysis assumes
that all other variables remain constant. The analysis was performed on the same basis for June 2023. The
following table summarises the sensitivity of the Company’s financial assets (cash) to interest rate risk:
Profit or Loss Profit or Loss
Carrying
Amount
100 bp
Increase
100 bp
Decrease
$
$
$
30 June 2024
Variable rate instruments
Cash and cash equivalents
3,149,909
31,499
(31,499)
30 June 2023
Variable rate instruments
Cash and cash equivalents
19,240,707
192,407
(192,407)
Nova Minerals Ltd | Annual Report 2024 62
Foreign Currency Risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to
foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future
commercial transactions denominated in a currency that is not the entity's functional currency.
The average exchange rates and reporting date exchange rates applied were as follows:
Average Exchange Rates
Reporting Date Exchange
Rates
30 June 2024 30 June 2023 30 June 2024 30 June 2023
Australian dollars
US Dollars
0.6556
0.6734
0.6624
0.6630
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations.
The Company has no significant concentration of credit risk. Credit risk arises from cash and cash equivalents
held with the bank and financial institutions and receivables due from other entities. For banks and financial
institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.
The maximum exposure to credit risk is the carrying amount of the financial asset. The maximum exposure
to credit risk at the reporting date was:
Consolidated
30 June
2024
30 June
2023
$
$
Cash and cash equivalents
3,149,909 19,240,707
BAS Receivables
(65,061)
7,300
3,084,848 19,248,007
Liquidity Risk
Liquidity risk is the risk that the consolidated entity will encounter difficulty in meeting the obligations
associated with its financial liabilities that are settled by delivering cash or another financial asset. The
Company’s liquidity risk arises from operational commitments. Prudent liquidity risk management implies
maintaining sufficient cash and marketable securities. Management aims at maintaining flexibility in funding
by regularly reviewing cash requirements and monitoring forecast cash flows.
The following are the contractual maturities of financial liabilities:
Nova Minerals Ltd | Annual Report 2024 63
Weighted
Average
Interest
Rate
6 Months
or Less
6 to 12
Months
Between
2 and 5
Years
Over 5
Years
Total
Contractual
Cash Flows
Consolidated - 30 June 2024
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
1,804,042
-
-
-
1,804,042
Interest-bearing
Financial liability
11.39%
-
678,395 5,995,352
-
6,673,747
Total non-derivatives
1,804,042
678,395 5,995,352
-
8,477,789
Derivatives
Financial derivative liability
-
-
384,500
-
-
384,500
Total non-derivatives
-
384,500
-
-
384,500
Weighted
Average
Interest
Rate
6 Months
or Less
6 to 12
Months
Between
2 and 5
Years
Over 5
Years
Total
Contractual
Cash Flows
Consolidated - 30 June 2023
%
$
$
$
$
$
Non-derivatives
Non-interest bearing
Trade payables
-
2,414,485
-
-
-
2,414,485
Interest-bearing
Financial liability
10.86%
-
690,568 5,590,843
-
6,281,411
Total non-derivatives
2,414,485
690,568 5,590,843
-
8,695,896
Derivatives
Financial derivative liability
-
-
250,921
-
-
-
Total non-derivatives
-
250,921
-
-
-
Fair Value
The carrying amount of the financial assets and financial liabilities recorded in the financial statements
represent their respective net fair value determined in accordance with the accounting policies.
Capital Management
The Company’s policy in relation to capital management is for management to regularly and consistently
monitor future cash flows against expected expenditures for a rolling period of up to 12 months in advance.
The Board determines the Company’s need for additional funding by way of either share placements or loan
funds depending on market conditions at the time. Management defines working capital in such
circumstances as its excess liquid funds over liabilities, and defines capital as being the ordinary share capital
of the Company. There were no changes in the Company’s approach to capital management during the year.
The Company is not subject to externally imposed capital requirements.
Nova Minerals Ltd | Annual Report 2024 64
Note 18. Fair Value Measurement
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value,
using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value
measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
Level 1
Level 2
Level 3
Total
Consolidated - 30 June 2024
$
$
$
$
Assets
Investments at fair value
511,073
205,887
-
716,960
Total assets
511,073
205,887
-
716,960
Liabilities
Financial derivative liability
384,500
-
-
384,500
Total liabilities
384,500
-
-
384,500
Level 1
Level 2
Level 3
Total
Consolidated - 30 June 2023
$
$
$
$
Assets
Investments at fair value
1,220,024
205,887
-
1,425,911
Convertible note in Asra Minerals
-
250,000
-
250,000
Total assets
1,220,024
455,887
-
1,675,911
Liabilities
Financial derivative liability
250,921
-
-
250,921
Total liabilities
250,921
-
-
250,921
Valuation Techniques
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the
current market
interest rate that is available for similar financial liabilities.
Derivative financial instruments have been valued using quoted market rates. This valuation technique
maximises the use of
observable market data where it is available and relies as little as possible on entity specific estimates.
Nova Minerals Ltd | Annual Report 2024 65
Note 19. Key Management Personnel Disclosures
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Consolidated
30 June
2024
30 June
2023
$
$
Short-term employee benefits
925,269
924,437
Share-based payments
240,420
521,159
1,165,689
1,445,596
Note 20. Remuneration of Auditors
During the financial year the following fees were paid or payable for services provided by RSM Australia
Partners and Grassi & Co., CPAs, P.C., the auditors of the company:
Consolidated
30 June
2024
30 June
2023
$
$
Audit Services - RSM Australia Partners
Audit or review of the financial statements
80,000
81,000
Other Services - RSM Australia Partners
Preparation of the tax return
29,550
38,849
Other Services - RSM USA
Preparation of the tax return
2,950
52,730
112,500
172,579
Consolidated
30 June
2024
30 June
2023
$
$
Audit Services – Grassi & Co
Audit and review of the financial statements
261,222
138,712
RSM Australia Partners is responsible for reporting on the ASX and Grassi & Co., CPAs, P.C. is responsible
for the NASDAQ.
Note 21. Capital Commitments – Property. Plant and Equipment
The Consolidated entity had no capital commitments for property, plant and equipment as at 30 June 2024
and 30 June 2023.
Nova Minerals Ltd | Annual Report 2024 66
Note 22. Contingent Liabilities
There are no contingent liabilities that the consolidated entity has become aware of at 30 June 2024 and 30
June 2023.
Note 23. Related Party Transactions
Parent entity
Nova Minerals Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in Note 25.
Key management personnel
Disclosures relating to key management personnel are set out in Note 19 and the remuneration report
included in the directors' report.
The following transactions occurred with related parties:
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
30 June
2024
30 June
2023
$
$
Current Receivables:
Snow Lake Resources other receivable
100,000
250,207
Non-Current Receivables:
Loan to Rotor X
62,226
62,226
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates
Note 24. Parent Entity Information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
30 June
2024
30 June
2023
$
$
Loss after income tax
(15,166,025) (10,534,690)
Total comprehensive loss
(15,166,025) (10,534,690)
Nova Minerals Ltd | Annual Report 2024 67
Statement of financial position
Parent
30 June
2024
30 June
2023
$
$
Total current assets
3,170,822 17,352,971
Total assets
105,439,276 118,145,995
Total current liabilities
2,637,947
1,799,920
Total liabilities
8,290,204
7,152,464
Equity
Issued capital
143,972,569 142,986,671
Share-based payments reserve
9,061,897
8,726,228
Accumulated losses
(55,885,394) (40,719,368)
Total equity
97,149,072 110,993,531
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024 and 30
June 2023.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed
in note 1.
Note 25. Interests in Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries with non-controlling interests in accordance with the accounting policy described in note 1:
Parent
Non-Controlling
Interest
Principal Place
of Business /
Ownership
Interest
Ownership
Interest
Ownership
Interest
Ownership
Interest
Country of
30 June
2024
30 June
2023
30 June
2024
30 June
2023
Name
Incorporation
Class of Shares
%
%
%
%
AKCM (Aust) Pty
Ltd*
Australia
Ordinary
85.00%
85.00%
15.00%
15.00%
AK Operations
LLC
USA
Ordinary
100.00%
100.00%
-
-
AK Custom
Mining LLC
USA
Ordinary
100.00%
100.00%
-
-
Alaska Range
Resources LLC
USA
Ordinary
100.00%
100.00%
-
-
*AKCM (Aust) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC.
Nova Minerals Ltd | Annual Report 2024 68
Summarised financial information
Summarised financial information of subsidiaries with non-controlling interests that are material to the
consolidated entity are set out below:
AKCM (Aust) Pty Ltd
30 June
2024
30 June
2023
$
$
Summarised statement of financial
position
Current assets
111,502
1,827,323
Non-current assets
94,603,581
83,964,996
Total assets
94,715,083
85,792,319
Current liabilities
59,373
141,459
Total liabilities
59,373
141,459
Net assets/(liabilities)
94,655,710
85,650,860
Summarised statement of profit or loss
and other comprehensive income
Revenue
245
20,697
Expenses
(707,872)
(601,690)
Loss before income tax expense
(707,627)
(580,993)
Income tax expense
-
-
Loss after income tax expense
(707,627)
(580,993)
Other comprehensive income/(loss)
52,550
1,948,722
Total comprehensive income/(loss)
(655,077)
1,367,729
Statement of cash flows
Net cash used in operating activities
(38,326)
(238,904)
Net cash used in investing activities
(1,665,045)
(13,239,174)
Net increase/(decrease) in cash and cash
equivalents
(1,703,371)
(13,478,078)
Other financial information
Loss attributable to non-controlling
interests
(106,181)
(87,149)
Total comprehensive Income/(loss)
attributable to non-controlling interests
(98,299)
205,159
Accumulated non-controlling interests at
the end of reporting period
(431,005)
(324,861)
Nova Minerals Ltd | Annual Report 2024 69
Note 26. Reconciliation of Loss After Income Tax to Net Cash Used in Operating Activities
Consolidated
30 June
2024
30 June
2023
$
$
Loss after income tax expense for the year
(16,389,292)
(11,571,240)
Adjustments for:
Gain from sale of equipment
-
(16,137)
Fair value gain on investments
833,951
2,577,419
Amortisation of financial liability
577,961
928,281
Depreciation
592,385
456,904
Management fee
-
(47,423)
Share based payments (Note 28)
335,669
780,235
Non-cash finance costs
(624,654)
(1,870,042)
Foreign exchange movement on financial liability
226,908
24,883
Gain from sale of investment
(51,464)
-
Impairment of Investment in Snow Lake Resources
8,824,187
-
Share of loss - associates
839,153
6,254,759
Foreign exchange gain intercompany loans
209,545
(868,392)
Change in operating assets and liabilities:
Increase in trade and other receivables
160,561
(96,579)
Increase in trade and other payables
806,322
363,655
Net cash used in operating activities
(3,666,768)
(3,083,677)
Note 27. Earnings/(Loss) per share
Consolidated
30 June
2024
$
30 June
2023
$
Loss after income tax
(16,389,292) (11,571,240)
Non-controlling interest
106,181
87,149
Loss after income tax
(16,283,111) (11,484,091)
Number
Number
Weighted average number of ordinary shares used in calculating basic
earnings per share
211,477,929
198,945,248
Adjustments for calculation of diluted earnings per share:
Options over ordinary shares
-
-
Weighted average number of ordinary shares used in calculating diluted
earnings per share
211,477,929
198,945,248
Nova Minerals Ltd | Annual Report 2024 70
Cents
Cents
Basic earnings/(loss) per share
(7.70)
(5.77)
Diluted earnings/(loss) per share
(7.70)
(5.77)
As of the 30 June 2024 there were 23,578,766 (2023: 33,572,158) outstanding unlisted options that would be
the diluted calculation.
Note 28. Share-Based Payments
From time to time, the Group provides Incentive Options and Performance Rights to officers, employees,
consultants and other key advisors as part of remuneration and incentive arrangements. The number of
options or rights granted, and the terms of the options or rights granted are determined by the Board.
Shareholder approval is sought where required. During the period the following share-based payments have
been recognised:
Share-based payments
During the period, the following share-based payments have been granted:
Consolidated
30 June
2024
30 June
2023
$
$
Recognised in profit & loss :
Director options 1 & 3
549,174
332,560
Consultant options 2 & 4
249,624
144,590
Director options 5
-
3,009
Total options granted
798,798
480,159
Performance Rights
Performance rights
(463,129)
300,076
Total
335,669
780,235
Consolidated
30 June
2024
30 June
2023
$
$
Recognised in equity:
Options issued to brokers 6
-
636,670
-
636,670
Nova Minerals Ltd | Annual Report 2024 71
Options Expense
For the options expensed during the current financial year, the valuation model inputs used to determine the
fair value at the grant date, are as follows:
1. Director
Options
2. Consultants
Options
3. Director
Options
4. Consultants
Options
Recognised in
Profit & Loss
Profit & Loss
Profit & Loss
Profit & Loss
Grant date
29/11/2022
29/11/2022
29/11/2022
29/11/2022
Number of options issued
5,750,000
2,500,000
5,750,000
2,500,000
Expiry date
30/11/2025
30/11/2025
30/11/2025
30/11/2025
Vesting date
31/03/2023
31/03/2023
30/11/2025
30/11/2025
Share price at grant date
0.66
0.66
0.66
0.66
Exercise Price
1.20
1.20
1.20
1.20
Expected Volatility
90%
90%
90%
90%
Risk-Free Interest Rate
3.24%
3.24%
3.24%
3.24%
Trinomial step
200
200
200
200
Early exercise factor
2.50
2.50
2.50
2.50
Underlying fair value at grant
date
0.299
0.299
0.299
0.299
The total share-based
payment expense
recognised form the
amortisation as of the 30
June 2024 for the issued
options
549,174
249,624
332,560
144,590
Vesting terms
Continuous
employment
and, $1bn
project
valuation
Continuous
employment and,
$1bn project
valuation
Continuous
employment
and, A$1bn
project
valuation
Continuous
employment
and, A$1bn
project valuation
5. Director
Options
6. Broker
Options
Recognised in
Profit & Loss
Equity
Grant date
29/11/2022
16/09/2022
Number of options issued
200,000
1,714,286
Expiry date
07/10/2023
16/09/2025
Vesting date
29/11/2022
16/09/2022
Share price at grant date
0.66
0.78
Exercise Price
2.20
0.91
Expected Volatility
90%
90%
Risk-Free Interest Rate
3.18%
3.45%
Trinomial step
200
200
Early exercise factor
2.5
2.5
Underlying fair value at grant
date
0.0329
0.3714
Fair Value
3,009
636,670
Nova Minerals Ltd | Annual Report 2024 72
Option movement June 2024
Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30
June 2024 financial year:
Exercise period
Exercise
price
Beginning
balance
Issued
Exercised
Lapsed
Ending
balance
On or before 29 December 2023
0.75
1,100,000
-
- (1,100,000)
-
On or before 7 October 2023
2.20
1,900,000
-
- (1,900,000)
-
On or before 30 November 2025
1.20
8,250,000
-
-
-
8,250,000
On or before 30 November 2024
1.10 13,614,264
-
-
-
13,614,264
On or before 16 January 2026
0.91
1,714,286
-
-
-
1,714,286
On or before 30 April 2024 (1)
0.70
6,993,608
-
(251) (6,993,357)
-
On or before 30 June 2025
1.00
-
216
-
-
216
33,572,158
216
(251) (9,993,357)
23,578,766
(1) For every two options exercised at A$0.70, holder will receive an option to purchase one additional
ordinary share at an exercise price of A$1.00, with an expiry date of June 30, 2025.
Option movement June 2023
Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the
30 June 2023 financial year:
Exercise period
Exercise
price
Beginning
balance
Issued
Exercised
Lapsed
Ending
balance
On or before 19 September 2022
0.40
6,100,000
- (6,100,000)
-
-
On or before 28 October 2022
0.56
150,000
-
(150,000)
-
-
On or before 28 January 2023
0.60
750,000
-
-
(750,000)
-
On or before 2 December 2022
3.00
1,050,000
-
- (1,050,000)
-
On or before 29 December 2023
0.75
1,100,000
-
-
-
1,100,000
On or before 20 May 2023
1.35
1,100,000
500,000
- (1,600,000)
-
On or before 23 Sept 2023
2.20
1,700,000
200,000
-
-
1,900,000
On or before 30 November 2024
1.10
- 13,614,264
-
-
13,614,264
On or before 30 November 2025
1.20
-
8,250,000
-
-
8,250,000
On or before 16 January 2026
0.91
-
1,714,286
-
-
1,714,286
On or before 30 April 2024 (1)
0.70
-
6,993,793
(185)
-
6,993,608
Total
11,950,000 31,272,343 (6,250,185) (3,400,000)
33,572,158
(1) For every two options exercised at A$0.70, holder will receive an option to purchase one additional
ordinary share at an exercise price of A$1.00, with an expiry date of June 30, 2025.
The weighted average year remaining contractual life
The weighted average number of years remaining for the contractual life for share-based payment options
outstanding as of the 30 June 2024 was 0.85 years (2023: 1.51 years).
The weighted average exercise price
The weighted average exercise price for the share-based payment options outstanding as at 30 June 2024
was $1.12 (2023: $1.08).
The average price for the 30 June 2024 financial year was $0.26 (30 June 2023: 0.61)
Performance rights
During the June 2022 Financial year the Company issued 24 million performance rights (2.4 million post-
consolidation) to three directors. The terms of the performance rights issued were disclosed in the annual
general meeting notice announced 22 October 2021. The performance rights are long-term incentives to offer
conditional rights to fully paid ordinary shares in the Company upon satisfaction of vesting criteria over the
vesting periods for no cash consideration. Fair value has been measured using the share price at grant date.
Nova Minerals Ltd | Annual Report 2024 73
Class of Performance
Applicable
Lapse
Rights
Rights
Milestone
Date
Issued
Class A Performance
Rights
Completion of either a pre-feasibility study or a
definitive feasibility study of the Korbel Main deposit
that demonstrates at the time of reporting that
extraction is reasonably justified and economically
mineable indicating an internal rate of return to the
Company of greater than 20% and an
independently verified JORC classified mineral
reserve equal to or greater than 1,500,000 oz Au
with an average grade of not less than 0.4g/t for not
less than 116Mt.
5 years from issue
600,000
Class B Performance
Rights
Completion of the first gold pour (defined as a
minimum quantity of 500 oz.) from the Korbel Main
deposit.
5 years from issue
600,000
Class C Performance
Rights
Achievement of an EBITDA of more than $20m in
the second half-year reporting period following the
commencement of commercial operations at the
Korbel Main deposit.
5 years from issue
1,200,000
30 June 2024 performance rights
The performance rights were valued as the closing share price $1.30 on the grant date 24 November 2021.
During the current period the probabilities of meeting the vesting conditions were altered and the amount
was reduced by $463,129 to reflect the change in probability.
30 June 2023 performance rights
The performance rights were valued as the closing share price $1.30 on the grant date 24 November 2021.
The total share-based payment expense recognised from the amortisation of the 2022 issued performance
rights was $300,076 for the 30 June 2023 financial year
Set out below are the summaries of Performance rights granted during period as share based payments
Price at
Expired/
Balance at
grant
Lapsed/
the end of
Grant date
Expiry date
Class
date
Granted
Exercised
other
the year
24/11/2021
24/11/2026
A
$1.30
600,000
-
-
600,000
24/11/2021
24/11/2026
B
$1.30
600,000
-
-
600,000
24/11/2021
24/11/2026
C
$1.30
1,200,000
-
-
1,200,000
Note 29. Events After the Reporting Period
The following events and transactions occurred subsequent to 30 June 2024:
The Company announced on 24 July 2024 the NASDAQ IPO and an underwritten public offering of 475,000
units, with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”) and
one warrant, with an ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$6.92 per unit, for
gross proceeds of approximately US$3.3m (AUD$4.9m), before deducting underwriting discounts and
offering expenses. Each whole warrant is exercisable for one ADS at an exercise price of US$7.266 per ADS
and will be immediately exercisable upon issuance for a period of five years following the date of issuance. In
addition, Nova has granted the underwriters an option to purchase up to an additional 47,500 ADSs and/or
an additional 47,500 warrants to cover over-allotments, if any until August 29, 2024
The Company announced on 24 July 2024 the appointment of Mr. Richard Beazley to the Board of Directors
as Independent Non-Executive Chairman. Mr. Louie Simens reverted to Executive Director from his Interim
Chairman position at that time.
The Company announced on 31July 2024 the commencement of resource definition drilling at RPM and
exploration field programs on its Estelle Gold Project
Nova Minerals Ltd | Annual Report 2024 74
The Company announced on 21 August 2024 an update on the progress of its 2024 resource definition
drilling and exploration field programs.
The Company announced on 5 September 2024 an update on its Antimony-Gold prospects at Stibium and
Styx where bulk samples of stibnite (antimony) have been collected for metallurgical testing.
The Company announced on 20 September 2024 that has filed a registration statement on Form F-1 with
the U.S. Securities and Exchange Commission (“SEC”) relating to a secondary public offering of its
American Depositary Shares (“ADSs”), each of which will represent 60 of the Company’s ordinary shares
of no par value each (“Ordinary Shares”) in the United States (the “Offering”).
The Company announced on 20 September 2024 that it had executed a variation agreement with its largest
institutional shareholder and convertible note holder, Nebari Gold Fund 1, LP (“Nebari”), to reduce the
month-end cash covenant required under the previously announced loan agreement dated 21 November
2022 from US$2m to A$1m, with the option to extend the convertible facility for a further 12 months to 29
November 2026. In return for Nebari’s support, Nova has agreed to amend the conversion price from A$0.53
to A$0.25, subject to shareholder approval.
Further to the announcement on 20 September 2024, the Company announced the ability to accelerate the
RPM early start up option to a Pre-Feasibility Study (PFS) for delivery in 2025 by undertaking internal
optimization studies aimed to investigate how it can potentially generate as much early cashflow as possible
to organically fund our expansion plans across the Estelle project. It also gives the Company the ability to
continue our advanced discussions with the US Dept. of Defense (“DoD”) in relation to potentially
establishing a starter antimony operation at Stibium in parallel.
The Company announced on 24 September 2024 a secondary NASDAQ public offering of 430,000 units,
with each unit consisting of one American Depositary Share representing ordinary shares (“ADS”), with an
ADS-to-ordinary-share ratio of 1 to 60, at a price to the public of US$5.00 per unit, for gross proceeds of
approximately US$2.15m (AUD$3.14), before deducting underwriting discounts and offering expenses. In
addition, Nova has granted the underwriters an option to purchase up to an additional 43,000 ADSs to cover
over-allotments, if any, for 45 days.
No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may
significantly affect the consolidated entity's operations, the results of those operations, or the consolidated
entity's state of affairs in future financial years.
Note 30. Consolidated Entity Disclosure Statement
Place formed /
Ownership
interest
Entity name
Entity type
Country of incorporation
%
Tax residency
Nova Minerals Limited
Body corporate
Australia
-
Australia
AKCM (Aust) Pty Ltd *
Body corporate
Australia
85.00% Australia
AK Operations LLC
Body corporate
USA
100.00% USA
AK Custom Mining LLC
Body corporate
USA
100.00% USA
Alaska Range Resources
LLC
Body corporate
USA
100.00% USA
*ACKM (AUS) Pty Ltd is the immediate parent of AK Operations LLC and AK Custom Mining LLC.
Nova Minerals Ltd | Annual Report 2024 75
In the Directors’ opinion:
• The attached financial statements and notes comply with the Corporations Act 2001, the Accounting
Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements;
• The attached financial statements and notes comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board as described in note 1 to the financial
statements;
• The attached financial statements and notes give a true and fair view of the consolidated entity’s financial
position as at 30 June 2024 and of its performance for the financial year ended on that date;
• There are reasonable grounds to believe that the company will be able to pay its debts as and when
they become due and payable; and
• The information disclosed in the attached consolidated entity disclosure statement is true and correct.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations
Act 2001.
On behalf of the directors
________________________
Richard Beazley
Chairman
30 September 2024
Director’s Declaration
Nova Minerals Ltd | Annual Report 2024 76
INDEPENDENT AUDITOR’S REPORT
To the Directors of Nova Minerals Limited
Opinion
We have audited the financial report of Nova Minerals Limited. (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement
of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
material accounting policy information, the consolidated entity disclosure statement and the directors'
declaration.
In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group's financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (including independence standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independent Auditor’s Report
Nova Minerals Ltd | Annual Report 2024
77
We draw attention to Note 1 in the financial report, which indicates that the Group incurred a net loss of
$16,389,292 and cash from operating and investing activities of $3,666,768 and $13,321,921 respectively during
the year ended 30 June 2024. As stated in Note 1, these events or conditions, along with other matters as set
forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed this matter
Capitalisation & Impairment of exploration and evaluation assets
Refer to Note 11 in the financial statements
At 30 June 2024 the Group held capitalised exploration
and evaluation assets (“E&E Asset”) of $92,117,750.
This represents 86% of the total assets of the Group at
that date.
We consider the carrying amount of these assets to be
a key audit matter, under AASB 6 Exploration for and
Evaluation of Mineral Resources, due to the significant
management judgments involved, including:
•
Whether the exploration and evaluation spend can
be associated with finding specific mineral
resources, and the basis on which that expenditure
is allocated to an area of interest in line with AASB
6;
•
The Group's ability and intention to continue to
explore the area;
•
The existence of any impairment indicators, and if
so, those applied to determine and quantify any
impairment loss; and
•
Whether exploration activities have reached the
stage at which the existence of an economically
recoverable reserve may be determined.
Our audit procedures included:
•
Obtaining evidence that the Group has valid rights to
explore in the specific areas of interest;
•
Critically assessing and evaluating management’s
assessment that no indicators of impairment existed;
•
Agreeing a sample of the additions to capitalised
exploration assets to supporting documentation, to
confirm they were capitalised in line with the
measurement and other criteria of the Group's policy
and AASB 6;
•
Holding discussions with, and making enquiries of, the
Group’s management team, reviewing of the Group’s
ASX
announcements,
and
other
relevant
documentation;
•
Confirming the existence of plans to determine that
the Group will incur substantive expenditure on further
exploration for and evaluation of mineral resources in
the specific areas of interest;
•
Confirming the Group's intention to carry out
significant exploration and evaluation activity in the
relevant exploration area, through enquiries, and by
assessing the Group's future cashflow forecasts, and
reviewing the Group's business and financial strategy;
and
•
Confirming that management has not resolved to
discontinue activities in the specific area of interest.
Material Uncertainty Related to Going Concern
Nova Minerals Ltd | Annual Report 2024
78
Key Audit Matters (continued.)
Key Audit Matter
How our audit addressed this matter
Convertible notes
Refer to Note 13 in the financial statements
The Company previously entered into a convertible
loan note whereby they have access to draw down
up to USD $7,000,000.
There was an addendum to the agreement in the 30
June 2024 financial year which resulted in a 12-
month extension to the facility taking this to
November 2025. This note is considered a hybrid
financial instrument due to its USD denomination and
other terms, including provisions for compulsory
conversion if a specific share price is reached. The
addendum in the year resulted in the derecognition of
the existing liability and the recognition of a new
liability which reflected the new terms of the
agreement.
The numerous conditions and variable elements of
the note, along with the financial model used by
management
to
value
the
instrument,
was
considered complex.
There is a risk that the note has not been valued
correctly and the accounting is not in accordance with
AASB 9 Financial Instruments.
Our audit procedures in relation to the convertible loan
note were, reviewing the accuracy and completeness
of managements calculations including:
•
Ensuring all terms of the agreement have been
appropriately included in the valuation model;
•
Performing substantive testing to verify the
accuracy of the valuation model used by the entity,
including the inputs, assumptions, and discount
rates applied; and
•
Ensuring the accounting treatment of the note
including disclosures are compliant with AASB 9.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2024, but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
Nova Minerals Ltd | Annual Report 2024
79
b.
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a true and fair
view and is free from material misstatement, whether due to fraud or error; and
ii.
the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf This
description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors' report for the year ended 30 June 2024.
In our opinion, the Remuneration Report of Nova Minerals Limited, for the year ended 30 June 2024, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
A L WHITTINGHAM
Partner
Dated: 30 September 2024
Melbourne, Victoria
Nova Minerals Ltd | Annual Report 2024
80
ASX Additional Information
Nova Minerals Ltd | Annual Report 2024 81
Additional Information for ASX Listed Companies
In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not
elsewhere disclosed in this Annual Report. The following additional information is required under the ASX
Listing Rules and is current as of 16 September 2024. (Reporting Date)
Corporate Governance Statement
The Company has prepared a Corporate Governance Statement which sets out the corporate governance
practices that were in operation throughout the financial year for the Company. In accordance with ASX Listing
Rule 4.10.3, the Corporate Governance Statement will be available for review on the Company’s website
(www.novaminerals.com.au), and will be lodged with the ASX at the same time that this Annual Report is lodged
with ASX.
Capital Structure
Distribution Schedule
In accordance with ASX Listing Rule 4.10.7, the security holder distribution schedules for fully paid ordinary
shares is detailed below:
Unmarketable Parcels
In accordance with ASX Listing Rule 4.10.8, the unmarketable parcels for fully paid ordinary shares are based
on the price per security of $0.16. The number of holders with an unmarketable holding is 2,698, with a total
of 3,315,910 fully paid ordinary shares, amounting to 1.36% of Issued Capital.
Security
Number
Fully Paid Ordinary Shares
243,556,881
Unlisted - Unl Bonus Opt @ $1.00 Exp 30/06/2025
216
Unlisted - Unl Opt @ $1.10 Exp 30/11/2024
13,614,264
Unlisted - Unl Opt @ $0.91 Exp 16/01/2026
1,714,286
Unlisted - Unl Opt @ $1.20 Exp 30/11/2025
8,250,000
Performance Rights – Various Vesting Conditions
2,400,000
Unquoted warrants exercisable for NASDAQ
31,250,000
Unquoted underwriter warrants
1,425,000
Holding Ranges
Securities
% of Share
Capital
No. of holders
% Issued of
Holders
above 0 up to and including 1,000
733,168
0.30%
1,382
24.87%
above 1,000 up to and including
5,000
5,015,755
2.06%
1,902
34.22%
above 5,000 up to and including
10,000
5,840,720
2.40%
755
13.58%
above 10,000 up to and including
100,000
41,842,266
17.18%
1,228
22.09%
above 100,000
190,124,972
78.06%
291
5.24%
Totals
243,556,881
100.00%
5,558
100.00%
Nova Minerals Ltd | Annual Report 2024 82
Top Holders
The 20 largest registered holders of fully paid ordinary shares were:
Name
Shares Held at 16 September 2024
% Held
1
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
24,586,107
10.09%
2
BNP PARIBAS NOMS PTY LTD
14,974,543
6.15%
3
BNP PARIBAS NOMINEES PTY LTD
7,949,463
3.26%
4
SL INVESTORS PTY LTD
6,441,393
2.64%
5
SWIFT GLOBAL LTD
5,669,833
2.33%
6
KUSHKUSH INVESTMENTS PTY LTD
5,300,000
2.18%
7
BNP PARIBAS NOMINEES PTY LTD
4,530,611
1.86%
8
CITICORP NOMINEES PTY LIMITED
4,253,968
1.75%
9
MR JAGDISH MANJI VARSANI
4,100,000
1.68%
10
KAOS INVESTMENTS PTY LIMITED
3,287,692
1.35%
11
NEBARI GOLD FUND 1 LP
3,198,294
1.31%
12
MR JUSTIN BRUCE GARE & MRS KRISTIN DENISE PHILLIPS
2,508,510
1.03%
13
MR MAHMOUD EL HORR
2,500,000
1.03%
14
MURTAGH BROS VINEYARDS PTY LTD
2,440,000
1.00%
15
MR CRAIG EDWIN BENTLEY
2,259,669
0.93%
16
MURTAGH BROS VINEYARDS PTY LTD
2,167,380
0.89%
17
LETTERED MANAGEMENT PTY LTD
2,050,000
0.84%
18
KIKCETO PTY LTD
2,028,924
0.83%
19
PATRON PARTNERS PTY LTD
1,983,214
0.81%
20
KUSHKUSH INVESTMENTS PTY LTD
1,701,124
0.70%
Total of Top 20
103,930,725
42.66%
Balance of Register
139,626,156
57.34%
Grand Total
243,556,881
100.00%
Substantial Shareholders
The names of substantial shareholders and the number of shares to which each substantial shareholder and
their associates have a relevant interest, as disclosed in substantial shareholding notices given to the Company,
are set out below:
Holder Name
Number of Shares
% Held
The Bank of New York Mellon Corporation (BNYMC) and
each Group Entity*
21,750,373
8.93%
* Refer Form 604 lodged with the ASX on 16 September 2024
Nova Minerals Ltd | Annual Report 2024 83
Unquoted Securities
In accordance with ASX Listing Rule 4.10.5 and 4.10.16 the details of unquoted securities are detailed below:
Unquoted securities on issue were:
Class
Expiry Date
Exercise
Price
Number of
Options
Number of
holders
Unlisted – Unl Bonus Opt @$1.00
Exp 20/05/2025
NVAAT
(NVAAT)
30 Jun 2025
$1.00
216
4
Unlisted - Unl Opt @ $1.10 Exp
30/11/2024
NVAOP3
(NVAAN)
30 Nov 2024
$1.10
13,614,264
73
Unlisted - Unl Opt @ $0.91 Exp
16/01/2026
NVAOP4
(NVAAO)
16 Jan 2026
$0.91
1,714,286
2
Unlisted - Unl Opt @ $1.20 Exp
30/11/2025
NVAOP5
(NVAAP)
30 Nov 2025
$1.20
8,250,000
9
Unquoted warrants exercisable
for NASDAQ listed American
Depositary Shares (ADSs)
VSTOCK
(NVAAV)
25 July 2029
$0.1806**
31,350,000
1
Unquoted underwriter warrants
exercisable for NASDAQ listed
American Depositary Shares
(ADSs)
NVSTOCKUW
(NVAAV)
25 July 2028
$0.2580*
1,425,000
1
** Warrants exercisable for US$7.266 (ADS-to-ordinary-share ratio of 1 to 60) - Exercise Price is AUD$0.1806
* Underwriter warrants (Options) - Exercise price per warrant in the USA is US$10.365 (ADS-to-ordinary-share ratio of 1 to 60)
AUD$0.2580 in Australia (US$0.1728)
NVAAT [Unlisted Options @ $1.00 Exp 30/6/2025] – 4 Holders (Holders with more than 20% shown)
Name
Held at 16 Sept 2024
% Held
1
BNP PARIBAS NOMINEES PTY LTD ACF
CLEARSTREAM
75
34.7%
2
CITICORP NOMINEES PTY LIMITED
91
42.1%
3
MR WILFRED ANTHONY TAPIOLAS & MRS HELEN
MARGARET TAPIOLAS
49
22.7%
NVAOP3 [Unlisted Options @ $1.10 Exp 30/11/2024] – 73 Holders (Holders with more than 20% shown)
Name
Held at 16 Sept 2024
% Held
1
CITICORP NOMINEES PTY LIMITED
2,895,234
21.3%
NVAOP4 [Unlisted Options @ $0.91 Exp 16/01/2026] – 2 Holders (Holders with more than 20% shown)
Name
Held at 16 Sept 2024
% Held
1
CIRCUMFERENCE CAPITAL CT PTY LTD
857,143
50.0%
2
JETT CAPITAL ADVISORS HOLDINGS LLC
857,143
50.0%
NVAOP5 [Unlisted Options @ $1.20 Exp 30/11/2025] – 9 Holders (Holders with more than 20% shown)
Name
Held at 16 Sept 2024
% Held
1
CHRISTOPHER GERTEISEN
2,000,000
24.2%
2
KIKCETO PTY LTD
2,000,000
24.2%
3
KUSHKUSH INVESTMENTS PTY LTD
2,000,000
24.2%
Nova Minerals Ltd | Annual Report 2024 84
VSTOCK [Unquoted warrants exercisable for Nasdaq listed American Depositary Shares
(ADSs)] – 1 Holder (Holders with more than 20% shown)
Name
Held at 16 Sept 2024
% Held
1
VSTOCK TRANSFER LLC
31,350,000
100.0%
VSTOCKUW [Unquoted Underwriter warrants exercisable for Nasdaq listed American
Depositary Shares (ADSs)] – 1 Holder (Holders with more than 20% shown)
Name
Held at 16 Sept 2024
% Held
1
VSTOCK TRANSFER LLC
1,425,000
100.0%
Restricted Securities
Not applicable
Voting Rights
The voting rights attached to each class of equity security are as follows:
• Ordinary shares: each ordinary share is entitled to one vote when a poll is called, otherwise each
member present at a meeting or by proxy has one vote on a show of hands.
• Options: options do not entitle the holders to vote in respect of that equity instrument, nor participate in
dividends, when declared, until such time as the options are exercised and subsequently registered as
ordinary shares.
• Performance rights: performance rights do not entitle the holders to vote in respect of that equity
instrument, nor participate in dividends, when declared, until such time as the performance rights are
vested and converted and subsequently registered as ordinary shares.
ASX Admission Statement
During the financial year, the Company applied its cash in a way that is consistent with its business
objectives.
On-Market Buy-Back
There is no current on-market buy-back.
Item 7, Section 611 Issues of Securities
There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act
2001 (Cth) which have not yet been completed
Nova Minerals Ltd | Annual Report 2024 85
Competent Person Statement
Mr Vannu Khounphakdee P.Geo., who is an independent consulting geologist of a number of mineral
exploration and development companies, reviewed and approves the technical information in this release and
is a member of the Australian Institute of Geoscientists (AIG), which is ROPO accepted for the purpose of
reporting in accordance with ASX listing rules. Mr Vannu Khounphakdee has sufficient experience relevant to
the gold deposits under evaluation to qualify as a Competent Person as defined in the 2012 edition of the
‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Vannu
Khounphakdee is also a Qualified Person as defined by S-K 1300 rules for mineral deposit disclosure. Mr Vannu
Khounphakdee consents to the inclusion in the report of the matters based on information in the form and
context in which it appears.
Schedule of Interests in Mining Tenements as at 30 June 2024
Tenement/Claim/ADL Number
Location
Beneficial % Held
725940 - 725966
Alaska, USA
85%
726071 - 726216
Alaska, USA
85%
727286 - 727289
Alaska, USA
85%
728676 - 728684
Alaska, USA
85%
730362 - 730521
Alaska, USA
85%
737162 - 737357
Alaska, USA
85%
733438 - 733598
Alaska, USA
85%
740524 - 740621
Alaska, USA
85%
741364 - 741366
Alaska, USA
85%
Nova Minerals Ltd | Annual Report 2024 86
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
www.novaminerals.com.au