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 NYSE – American Exchange 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 (“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 for the financial year that ended June 30, 2023.

(Note: This public offering – an uplisting to the NYSE – American Exchange did not get priced during the week of June 17, 2024; it may be on the pricing radar for the week of June 24, 2024.)

(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.)