Nova Minerals Ltd (NVA)

Nova Minerals Corp is a gold, antimony, and critical minerals exploration stage company focused on the exploration and development of its 85% owned flagship Estelle Gold and Critical Minerals Project in Alaska ¹. The Estelle Project comprises 803 State of Alaska mining claims covering approximately 127,102 acres (514km2) and is subject to a 2% net smelter royalty payable to AK Minerals ². The Project is located approximately 150km northwest of Anchorage, Alaska, in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 million ounce (Moz) documented gold endowment and some of the world’s largest producing gold mines, including Kinross Gold Corporation’s Fort Knox Gold Mine ³. The belt also hosts significant antimony deposits and was a historical North American antimony producer ⁴. Nova’s vision is to concurrently develop the Estelle Project to become a world class, tier-one, global gold producer, and to secure a U.S. domestic supply chain for the strategic critical mineral antimony, from mining to a refined product ⁵. The Project encompasses multiple mineralized areas along a corridor extending approximately 35 kilometers and includes more than 20 identified advanced-stage gold prospects ⁶. Mineral resources have been estimated for four deposits within the Project, with a combined S-K 1300-compliant mineral resource of approximately 5.17 million ounces (“Moz”) of gold, comprising 0.18 Moz Measured, 2.54 Moz Indicated and 2.45 Moz Inferred ⁷. Based on the Company’s 85% interest in the Project, its attributable share of these mineral resources is approximately 4.41 Moz of gold, comprising 0.16 Moz Measured, 2.22 Moz Indicated and 2.03 Moz Inferred ⁸. The Company has also identified occurrences of antimony and other critical minerals associated with gold mineralization through surface sampling at multiple prospects within the Project area ⁹. Two of these prospects were drill tested during 2026, and assay results from that drilling were still pending as of the date of this Annual Report ¹⁰. No mineral resource estimate has been established or reported for antimony or any other critical minerals at the Estelle Project to date ¹¹.

The mineral exploration and mining industry is highly competitive ¹². The Company competes with other mineral exploration and mining companies for mineral properties, exploration opportunities, financing, personnel, equipment, contractors and other resources necessary to explore and develop mineral properties ¹³. The Company also competes with other companies for government funding and other forms of financial and strategic support ¹⁴. The Company believes that the location, scale and mineral potential of the Estelle Project, together with its exploration results and the Company’s plans for an integrated gold and antimony development, provide opportunities for the Company to compete in the markets in which it operates ¹⁵. However, there can be no assurance that the Company will be successful in competing with current or future competitors ¹⁶. The mining industry is intensely competitive in all its phases, and the Company competes with many companies possessing greater financial and technical resources ¹⁷. Competition in the precious metals mining industry is primarily for mineral rich properties that can be developed and produced economically, technical expertise to find, develop, and operate such properties, labor to operate the properties, and capital for the purpose of funding such properties ¹⁸.

Nova is a gold, antimony, and critical minerals exploration stage company ¹⁹. During the fiscal years ended June 30, 2026 and 2025, the Company generated no production related revenues as the Estelle Project is currently in the exploration stage ²⁰. The Company does not expect to generate revenues from gold sales until the Estelle Project is developed and commercial mining commences ²¹. While the Company is targeting initial production of military grade antimony trisulfide in 2027, this production is initially pilot scale in nature to meet the requirements of the U.S. Department of War (“DoW”) award, and is not expected to generate material revenues during the fiscal year ended June 30, 2027 ²². The Company expects that gold recovered from the Estelle Project may be processed into doré or other saleable gold-bearing products, depending on the Company’s processing methods and the characteristics of the ore ²³. The Company may also recover antimony and other minerals as separate saleable products or by-products ²⁴. The Company’s ability to produce and sell gold will depend on the successful exploration, development, permitting, construction and operation of the Estelle Project and the Company’s ability to establish economically recoverable mineral resources and reserves ²⁵.

Gold is a precious metal used primarily in jewelry and investment products and also in a variety of industrial and commercial applications ²⁶. Gold recovered from mineralized material generally requires processing to separate and concentrate the gold and may ultimately be sold in the form of doré or other gold-bearing products to refiners and other participants in the precious metals market ²⁷. The ore the Company expects to mine from the Estelle Project in Alaska contains gold, antimony and other critical minerals ²⁸. Antimony is included on the U.S. Government’s critical minerals lists ²⁹. Antimony ore is mined from the ground in the form of stibnite ³⁰. The Company expects to process the ore to remove impurities, refine particle size, and improve recoveries in order to produce saleable antimony products ³¹. Finished products, including antimony trisulfide, antimony trioxide, and antimony metal ingots, may be sold to customers across a range of industrial applications, as well as government agencies ³². Antimony trisulfide is used as a primer for ammunition and in other applications ³³. Antimony trioxide is used to form a flame-retardant system for plastics, rubber, fiberglass, textile goods, paints, coatings, and paper, as a color fastener in paint, and as a phosphorescent agent in fluorescent light bulbs ³⁴. Antimony metal ingots are used in bearings, storage batteries, and ordnance ³⁵. Initially, the Company will be focused on producing antimony trisulfide to meet the terms of the DoW award ³⁶. As the Company moves into additional phases of production, it may explore other saleable products in addition to antimony trisulfide, including antimony trioxide and antimony metal ingots ³⁷.

The Estelle Project is an exploration-stage property ³⁸. The Company has not established any Mineral Reserves for the Estelle Project and has not commenced commercial mining operations or commercial production ³⁹. The Project area is district in scale and hosts four identified large intrusion related gold system (“IRGS”) deposits: Korbel Main, RPM North, RPM South and Cathedral ⁴⁰. The Estelle Project area also includes more than 20 identified gold prospects at varying stages of exploration, including, Blocks C & D, Isabella, Sweet Jenny, You Beauty, Shoeshine, Shadow, Train, Trumpet, Discovery, Muddy Creek, Stoney, T5, Tomahawk, Trundle, Rainy Day, West Wing, Revelation, Portage Pass, NK, Stibium, Styx and Wombat ⁴¹. Surface sampling has also identified coincident antimony occurrences at six of these prospects ⁴². The Project is a year-round operation, with all essential services including a base site which hosts a fully winterized 80-person camp with all the required facilities, which are powered by diesel generators, an on-site sample processing facility, helipad for 2 helicopters, and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft ⁴³. The project region is found among the Alaska Mountain Ranges with elevations ranging from 705m to 2,085m above sea level ⁴⁴. The nature of the terrain allows for accessible drilling all year round ⁴⁵. Easy access is currently available to the project via a winter road and by air ⁴⁶. The Company anticipates access to be improved further by the proposed West Susitna Access Road, which would be an all-weather road situated on State land within the Matanuska-Susitna Borough and link the Estelle Project to port, rail and road infrastructure ⁴⁷. The West Susitna Access Road has considerable support from both the community and the State government, and has progressed to the permitting stage, with geo technical drilling commenced in the summer of 2026 ⁴⁸.

In October 2025, the Company’s wholly owned U.S. subsidiary, Alaska Range Resources, LLC, received a US$43.4 million award under Title III of the U.S. Defense Production Act to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide ⁴⁹. The 24-month firm fixed-price project sub-agreement will help enable the Company to accelerate development of a fully integrated U.S. antimony supply chain to extract, concentrate, and refine stibnite to produce military grade antimony trisulfide to assist in meeting the U.S. defense industrial base demands ⁵⁰. As of the date of this Annual Report, approximately 500 tons of equipment has been delivered to Port MacKenzie, over 100 tons of antimony-bearing material has been stockpiled from bulk sampling activities, permitted industrial zoned land has been secured, and supporting infrastructure has been established, with first antimony production from the pilot-scale processing plant targeted in 2027 ⁵¹. In December 2025, Nova Minerals Limited completed an underwritten public offering of approximately 2.93 million ADSs at US$6.83 per ADS, generating approximately US$20.0 million of gross proceeds ⁵². Following a partial exercise of the underwriters’ over-allotment option, total gross proceeds increased to approximately US$22.3 million ⁵³. During fiscal 2026 the Company has been actively procuring mining and processing plant equipment using the award funds, culminating with the largest snow road operation the Company has undertaken to date with over 1.5 million pounds of freight, including mining and processing equipment, being transported to the Estelle site, as well as approximately 500 tons of equipment being delivered to Port MacKenzie by barge in early September 2026, in preparation for construction of the antimony pilot plant processing facility ⁵⁴. During fiscal 2026, the Company completed approximately 6,500 meters of drilling targeting gold and antimony mineralization and continued geophysical surveys, geological mapping, surface sampling and metallurgical testing ⁵⁵. Subsequent to fiscal 2026 the company has continued its exploration and drilling programs at Estelle, with another extensive surface and mapping exploration program undertaken and approximately 9,000 meters drilled in the 2026 Alaskan summer field season, with all assays pending as of the date of this Annual Report ⁵⁶. The Company secured 42.81 acres of industrial zoned land at Port MacKenzie, Alaska for the proposed downstream antimony processing and refining facilities ⁵⁷. Subsequent to fiscal 2026 the Alaska Industrial Development and Export Authority (AIDEA) announced that it has approved an additional US$25M in funding for the West Susitna Access Road studies and geotechnical drilling over 2026/2027 ⁵⁸. On June 16, 2026, Nova Minerals Corp completed its redomiciliation from Australia to the United States pursuant to a Scheme of Arrangement under Australian law ⁵⁹. The Scheme of Arrangement had been approved by Nova Minerals Limited’s shareholders and warrantholders on May 29, 2026 and by the Supreme Court of New South Wales on June 2, 2026 ⁶⁰. As a result of the Redomiciliation, Nova Minerals Corp, a Nevada corporation, became the ultimate parent company of the Nova Minerals group, and Nova Minerals Limited became a wholly owned subsidiary of Nova Minerals Corp ⁶¹. Following completion of the Redomiciliation, Nova Minerals Corp’s common stock and listed warrants commenced trading on the NYSE American on June 17, 2026 under the symbols “NVA” and “NVAWS,” respectively, while the Company’s CDIs commenced trading on the ASX under the symbol “NVA” ⁶².

For the years ended June 30, 2025 and June 30, 2026, the Company incurred net losses of $12.6 million and $24.7 million, respectively, and used $8.5 million and $8.8 million of cash in operating activities, respectively ⁶³. As of June 30, 2026, the Company had an accumulated deficit of $136.0 million and cash and cash equivalents of $26.8 million ⁶⁴. These factors raise substantial doubt about the Company’s ability to continue as a going concern over the next 12 months and the independent auditors have included a ‘going concern’ explanatory paragraph in their report on the financial statements ⁶⁵. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital through equity or debt financings, generate sufficient revenue from its operations, and reduce its operating costs ⁶⁶. Management’s plans to address these conditions include seeking additional financing through public or private offerings of the Company’s equity or debt securities and implementing cost-reduction measures ⁶⁷. However, there can be no assurance that additional financing will be available on commercially acceptable terms, or at all, or that the Company will be successful in implementing any of its plans ⁶⁸.

The Company does not expect to generate revenues from gold sales until the Estelle Project is developed and commercial mining commences ⁶⁹. While the Company is targeting initial production of military grade antimony trisulfide in 2027, this production is initially pilot scale in nature to meet the requirements of the U.S. Department of War (“DoW”) award, and is not expected to generate material revenues during the fiscal year ended June 30, 2027 ⁷⁰. The Company has not completed a Pre-Feasibility Study (“PFS”) for its gold assets on the Project, and such formal PFS is not expected to be completed until the Company completes additional drilling and any additional requisite studies deemed necessary by its experts ⁷¹. As such, the estimated proven or probable gold mineral reserves, expected mine life and project economics cannot be determined as the exploration programs, additional drilling, economic assessments and requisite initial studies and pit (or mine) design optimizations have not yet been completed ⁷².

One of the Company’s potential growth strategies is the development of a secure, vertical, fully integrated U.S. domestic antimony supply chain in Alaska ⁷³. The Company believes that with China imposing export restrictions on antimony, and the desire for the U.S. to establish a domestic supply chain for the critical mineral, there is an opportunity to receive further grants or funding from the DoW or other U.S. government departments to support the potential development of a commercial scale antimony mining and processing facility at its property ⁷⁴. Development of the antimony project could potentially provide a pathway for early cashflow which could provide the necessary funding for the gold project as well ⁷⁵. However, currently the Company does not have a defined mineral resource for antimony on its Estelle Project and this strategy will be dependent upon the receipt of further grants or funding from the DoW, other U.S. government departments, or other sources ⁷⁶. Failure to define an antimony resource and/or to obtain further grants or funding for a commercial scale antimony development will require the Company to forego this growth strategy which could have a material adverse effect on its financial condition and results of operations ⁷⁷.

The Company continues to advance gold technical studies, including pre-feasibility work, while progressing exploration and development activities related to the Estelle Project’s antimony mineralization ⁷⁸. The Company is advancing site infrastructure at Estelle, including camp and airstrip improvements, Stibium internal access road construction, as well as crushing, ore-sorting and antimony processing and refining infrastructure ⁷⁹. RPM and Korbel access road studies have also been completed, with permitting underway ⁸⁰. The Company continues to support development of the proposed West Susitna Access Road, which is expected to improve long-term access to the Estelle Project ⁸¹. The Company has also continued to engage with federal, state and local government agencies regarding the development of its planned commercial-scale antimony supply chain ⁸².

The Company expects to expand its workforce and engage additional contractors and consultants as its exploration, development and potential production activities progress ⁸³. The Company relies on a combination of employees, independent contractors and specialized consultants to conduct its exploration and development activities ⁸⁴. The Company’s ability to successfully execute its business strategy depends in part on its ability to attract, retain and motivate qualified personnel with experience in mineral exploration, mining, metallurgy, engineering, project development, finance and U.S. securities and financial reporting requirements ⁸⁵.

The Company expects to require substantial additional capital to fund exploration, technical studies, permitting, infrastructure, development and other activities at the Estelle Project and to fund its other corporate and working capital requirements ⁸⁶. The Company may seek additional financing through the issuance of common stock, warrants, securities convertible into or exercisable for common stock, debt or other securities ⁸⁷. Any future equity financing may be highly dilutive to existing shareholders ⁸⁸. The Company has not paid dividends on its common stock and does not expect to pay dividends in the foreseeable future ⁸⁹. The Company currently intends to retain any future earnings and available cash to fund exploration, development and other activities and to support its business ⁹⁰.

The Company has historically experienced negative cash flow from operating activities ⁹¹. The Company expects that it will need additional capital to fund anticipated negative cash flows from operating activities in future periods ⁹². Given that the Company has no operating revenues, and does not anticipate generating operating revenues for the foreseeable future, it expects that expenditures to fund operating activities will be provided by debt or equity financings ⁹³. There is no assurance that future debt or equity financings can be completed on acceptable terms or at all, and the failure to raise capital when needed could limit the Company’s ability to continue its operations in the future ⁹⁴.

The Company’s operations and financial condition could be materially and adversely affected by geopolitical instability and armed conflicts, including the ongoing conflict between Russia and Ukraine and hostilities involving the United States, Israel and Iran and other countries in the Middle East ⁹⁵. These conflicts, and any escalation or expansion thereof, may result in increased economic and market volatility, disruptions to global trade and supply chains, higher energy and commodity prices, inflationary pressures, increased costs of capital, reduced liquidity and investor confidence, and disruptions to the availability and cost of transportation, equipment and other supplies ⁹⁶. The United States has enacted and proposed to enact significant tariffs ⁹⁷. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs ⁹⁸. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. ⁹⁹.

Although inflation in the United States has been relatively low in recent years, it rose significantly beginning in the second half of 2021 ¹⁰⁰. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, shipping costs, supply shortages, increased costs of labor, weakening exchange rates, and other similar effects ¹⁰¹. The Company’s ability to conduct exploration of the Estelle Project is dependent on the acquisition of goods and services at a reasonable cost, such as drilling equipment and skilled labor, assay laboratory testing in a timeframe that allows it to execute on follow-up exploration phases expeditiously, and aircraft (fixed wing and helicopter) charter service availability to mobilize labor, position equipment and supply exploration campaigns ¹⁰². If the Company is unable to take effective measures in a timely manner to mitigate the impact of the inflation, the scope of its exploration of the Estelle Project may decrease and its business, financial condition, and results of operations could be adversely affected ¹⁰³.

Management’s message emphasizes the Company’s vision to concurrently develop the Estelle Project to become a world class, tier-one, global gold producer, and to secure a U.S. domestic supply chain for the strategic critical mineral antimony, from mining to a refined product ¹¹⁹. The Company has advanced its plans to develop a secure, vertically integrated, domestic antimony supply chain in Alaska following receipt of the US$43.4 million Defense Production Act Title III award ¹²⁰. The Company continues to advance gold technical studies, including pre-feasibility work, while progressing exploration and development activities related to the Estelle Project’s antimony mineralization ¹²¹. Management has identified material weaknesses in internal control over financial reporting and has instituted plans to remediate these weaknesses, including supplementing internal accounting resources through the use of experienced external accounting and technical consultants ¹²². Management’s plans to address going concern conditions include seeking additional financing through public or private offerings of the Company’s equity or debt securities and implementing cost-reduction measures ¹²³.

For the years ended June 30, 2025 and June 30, 2026, the Company incurred net losses of $12.6 million and $24.7 million, respectively ¹²⁴. The Company used $8.5 million and $8.8 million of cash in operating activities, respectively ¹²⁵. As of June 30, 2026, the Company had an accumulated deficit of $136.0 million and cash and cash equivalents of $26.8 million ¹²⁶. At each of June 30, 2026 and June 30, 2025, the Company had total capitalized acquisition costs for the Estelle Project of $2.5 million ¹²⁷. Additionally, the associated plant and equipment had a net value of $5.0 million as of June 30, 2026 and $1.5 million as of June 30, 2025 ¹²⁸. The Company generated no production related revenues during the fiscal years ended June 30, 2026 and 2025 ¹²⁹. The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, 2025 was approximately $222,725,375 ¹³⁰. The aggregate market value is based on a closing price of $6.11 of the American Depositary Shares of Nova Minerals Limited ¹³¹. The number of shares of the registrant’s common stock outstanding as of September 30, 2026 was 38,194,368 ¹³².

The Company has no history of producing metals from the Estelle Project and there can be no assurance that it will successfully establish commercial mining operations or profitably produce precious metals, antimony or critical minerals ¹⁰⁴. The Estelle Project only has estimated measured, indicated and inferred resources identified for gold, and there are no known reserves on the property ¹⁰⁵. The Company has not completed the requisite drilling to establish a mineral resource estimate for antimony or other critical minerals at Estelle ¹⁰⁶. There is no assurance that the Company can establish the existence of any mineral reserve on its property in commercially exploitable quantities ¹⁰⁷. Until it can do so, the Company cannot earn any revenues from this property and if it does not do so it will lose all the funds it expends on exploration ¹⁰⁸. The Company has identified material weaknesses in its internal control over financial reporting which may impact the material accuracy or timeliness of its financial reporting and thus adversely impact the market price of its securities ¹⁰⁹. Management has concluded that internal control over financial reporting was not effective as of June 30, 2026 due to material weaknesses resulting from insufficient accounting and financial reporting personnel with the appropriate level of technical accounting and SEC reporting experience to support financial reporting requirements and maintain appropriate segregation of duties; a lack of consistent and proper application of processes and procedures; and deficiencies in the design and operation of the financial close process, including controls over the preparation, review and approval of journal entries and account reconciliations ¹¹⁰. There is substantial doubt about the Company’s ability to continue as a going concern ¹¹¹. The Company’s financial statements as of and for the year ended June 30, 2026 have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business ¹¹². Since inception, the Company has incurred recurring losses from operations and negative cash flows from operating activities ¹¹³. While the Company has received a grant from the U.S. Department of War to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide, there is no guarantee that it will receive further grants, other governmental support, or funding for its potential commercial sized antimony development strategy ¹¹⁴. Failure to obtain such additional funding could have a material adverse effect on the Company’s ability to develop a commercial scale antimony mining and processing facility ¹¹⁵. The Company’s success largely depends on the exploration, development, construction and operation of the Estelle Project, an exploration stage project ¹¹⁶. At present, the Company’s only mineral property is the interest that it holds in the Estelle Project, which is in the exploration stage ¹¹⁷. Unless the Company acquires or develops additional mineral properties, it will be solely dependent upon this property and its future success will be largely driven by its ability to explore and develop the Estelle Project successfully ¹¹⁸.