Note: Nova Minerals is calling this offering its U.S. initial public offering (IPO) in the prospectus. IPOScoop is classifying this offering as an uplisting to the NASDAQ because the prospectus says that Nova Minerals’ stock already trades on three other exchanges: (1) on the Australian Securities Exchange under the symbol “NVA” and (2) on the OTCQB – also known as the OTC Pink Market or the Pink Sheet market – under the symbol “NVAAF” and on the Frankfurt Stock Exchange under “QM3” – its symbol on the German exchange. Ahead of this offering: You can buy Nova Minerals’ stock and trade it on three exchanges, including the OTCQB (aka the “Pink Sheet” market).

We are a gold exploration company active in Alaska. (Incorporated in Australia)

Our flagship project is the Estelle Gold Project, which is situated on the Estelle Gold Trend on state-owned public land in Alaska’s prolific Tintina Gold Belt northwest of Anchorage. We own the majority stake – 85 percent – of the Estelle Gold Project. The Tintina Gold Belt hosts some of the world’s largest gold mines and discoveries, including Victoria Gold’s Eagle Mine and Kinross Gold Corporation’s Fort Knox Gold Mine.

We have no operating revenues and (we) do not anticipate generating revenues in the foreseeable future. However, we expect to complete our first gold pour in late 2028, although there is no assurance that we will meet that timeframe. Consummation of any such commercial production is subject to the risks described herein under “Risk Factors.”

The Estelle Gold Project contains multiple mining complexes across a 35-kilometer-long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million-ounce resources across four deposits containing a combined S-K 1300 compliant 5.17 million ounce (“Moz”) Au, of which Nova’s 85 percent (85%) attributable interest is 4.41 Moz Au. Recently the company has also discovered antimony and other critical minerals coincident with the gold in surface sampling on numerous prospects across the project.

NOTE: Net loss and revenue are in U.S. dollars (converted from Australian dollars) for the 12 months that ended Dec. 31, 2023.

(Note: Nova Minerals Limited priced its public offering – a unit offering in conjunction with its NASDAQ uplisting – at $6.92 per unit – below its $7.00-to-$9.00 price range – and sold 475,000 units – the number in the prospectus – to raise $3.29 million ($3,287,000) on Tuesday night, July 23, 2024. Background: Nova Minerals Limited cut its unit IPO’s size and revamped the unit in an F-1/A filing dated July 19, 2024: Nova Minerals Limited reduced the IPO’s size to 475,000 units – down from 625,000 previously – and kept the price range at $7.00 to $9.00 – the same as in the previous filing – to raise $3.8 million. Each unit now consists of one American Depositary Share and one warrant to buy one ADS – a change in the warrant’s size from one-half of one warrant to buy one ADS in the previous filing. Each ADS represents 60 ordinary shares. This is a NASDAQ listing.) 

(Note: Nova Minerals Limited changed the listing venue of its public offering to the NASDAQ from the NYSE -American Exchange, revamped the deal’s structure to a unit offering by adding warrants, as well as cut the deal’s size to 625,000 units – down from 888,900 ADS – and cut the estimated price range to $7.00 to $9.00 – down from the previous range of $8.00 to $10.00 per ADS – to raise $5.0 million, if priced at the $8.00 mid-point of the new range, according to an F-1/A filing dated July 5, 2024. Each unit consists of one American Depositary Share (ADS) and one-half of one warrant to buy one ADS. Each ADS represents 60 ordinary shares.)

(Note: Nova Minerals Limited updated its financial statements for the 12 months that ended Dec. 31, 2023, in an F-1/A filing dated July 12, 2024; the company had previously expected to price its public offering/NASDAQ uplisting on July 11, 2024, to trade July 12, 2024, but that did not happen.)

(Note – From the prospectus: We are offering 888,900 American Depositary Shares, or ADSs, in the United States, representing 53,334,000 ordinary shares of Nova Minerals Limited. Each ADS represents 60 ordinary shares, no par value, deposited with the Bank of New York Mellon, as depositary. … We have estimated the offering price range between US$8.00 and US$10.00 per ADS and the assumed initial public offering price is the midpoint of this range, or US$9.00 per ADS. The actual initial public offering price per ADS will not be determined by any particular formula but will rather be determined through negotiations between us and the underwriters at the time of pricing. Therefore, the assumed initial public offering price used throughout this prospectus may not be indicative of the final initial offering price.)

(Note – From the prospectus: Prior to this offering, there has been no public market for ADSs representing our ordinary shares. We have applied to list the ADSs on the NYSE American under the symbol “NVA”. The closing of this offering is contingent upon the successful listing of the ADSs on the NYSE American.)

(Note: Our ordinary shares are listed on the Australian Securities Exchange, or ASX, under the symbol “NVA” and quoted on the OTC Pink market under the symbol “NVAAF” and Frankfurt Stock Exchange under the symbol “QM3”. On May 24, 2024, the last reported sale price of our ordinary shares on the ASX was A$0.235 per ordinary share. The ASX price per ordinary share on May 24, 2024, is equivalent to a price of US$9.60 per ADS, after giving effect to the Australian dollar/U.S. dollar exchange rate of A$1.00 to US$0.67 which was the noon buying rate of the Federal Reserve Bank of New York on May 24, 2024, and an ADS-to-ordinary share ratio of 1 to 60. We have estimated the offering price range between US$8.00 and US$10.00 per ADS and the assumed initial public offering price is the midpoint of this range, or US$9.00 per ADS. The actual initial public offering price per ADS will not be determined by any particular formula but will rather be determined through negotiations between us and the underwriters at the time of pricing. Therefore, the assumed initial public offering price used throughout this prospectus may not be indicative of the final initial offering price.)