Nova Minerals Corp

You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. It should not be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be considered when assessing the economic viability of a mining project, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See “Item 1A. Risk Factors” of this Annual Report.

The information that follows regarding the Estelle Gold and Critical Minerals Project contained herein is derived from the S-K 1300 Report. As used herein, references to the “S-K 1300 Report” are to the technical report summary titled “Initial Assessment Technical Report Summary Estelle Gold Project, Alaska, USA” prepared by Roughstock Mining Services, LLC Nova Minerals Limited, Matrix Resource Consultants Pty Ltd., METS Engineering, Yukuskokon Professional Services and Jade North, LLC with an effective date of January 31, 2024, which was prepared in accordance with S-K 1300. The S-K 1300 Report is filed as Exhibit 96.1 to the Company’s F-1 registration statement filed on September 19, 2024. Subsequent to the S-K 1300 report being issued the Company has conducted further field exploration work and drilling and the results released publicly from that exploration program are included in the following information as well.

Exploration-Stage Property

The Estelle Project is an exploration-stage property. The Company has not established any Mineral Reserves for the Estelle Project and has not commenced commercial mining operations or commercial production. The Company continues to conduct exploration, drilling, geological mapping, sampling, metallurgical testing and other technical studies to evaluate the mineralization identified on the property and to advance the Estelle Project towards potential future development. There can be no assurance that the Company’s exploration and development activities will result in the establishment of Mineral Reserves or a commercially viable mining operation.

Overview

Our flagship project is the Estelle Project, which comprises 803 State of Alaska mining claims covering in aggregate of 127,102 acres (514km2) and is subject to a 2% net smelter royalty payable to AK Minerals. Nova owns 85% of the Estelle Project with AK Minerals owning the remaining 15%.

The Project is situated approximately 150km northwest of Anchorage, Alaska’s largest city, on the Estelle Gold Trend in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 million ounce (Moz) documented gold endowment and some of the world’s largest producing gold mines including Kinross Gold Corporation’s Fort Knox Gold Mine. The belt also hosts significant antimony deposits and was a historical North American antimony producer.

Our 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.

The Project encompasses multiple mineralized areas along a corridor extending approximately 35 kilometers and includes more than 20 identified advanced-stage gold prospects. 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. 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.

• We have no history of earnings or mineral production, and there are currently no known commercial quantities of mineral reserves on the Estelle Project.
• We will require additional financing to fund exploration and, if warranted, development, construction and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operations and could cast uncertainty on our ability to continue our operations in the future.
• While we have received a grant from the U.S. Department of War (“DoW”) 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 we will receive further grants, other governmental support, or funding for our potential commercial sized antimony development strategy. Failure to obtain such additional funding could have a material adverse effect on our ability to develop a commercial scale antimony mining and processing facility.
• The development of the Estelle Project or any other projects we may acquire in the future into an operating mine will be subject to all the risks associated with establishing and operating commercial mining operations.
• Our growth strategy and future exploration and development efforts may be unsuccessful.
• We may issue additional securities, from time to time for various reasons, resulting in the potential for significant dilution to existing stockholders.
• We may face pressure to demonstrate that, in addition to seeking to generate returns for our shareholders, other stakeholders benefit from our activities.
• Legislation has been proposed that would significantly affect the mining industry and could also affect our business if we were to acquire future properties located on federal lands.
• Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.
• We may be unsuccessful in obtaining necessary permits to explore, develop or mine the Estelle Project in a timely manner or at all.
• Mining and project development is inherently risky and subject to conditions or events some of which are beyond our control, and which could have a material adverse effect on our business.
• The validity of our title to the Estelle Project and future mineral properties may be disputed by others claiming title to all or part of such properties.
• We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest.
• Future pandemics, epidemics or other widespread public health emergencies could adversely affect our business, operations, financial condition and ability to advance the Estelle Project.
• Increasing attention to ESG matters and conservation measures may adversely impact our business.
• We rely on third-party contractors.
• We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our reputation and ability to effectively operate our business.
• Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.
• The volatility in gold, antimony, and other commodity prices may adversely affect any future operations and, if warranted, our ability to develop our properties.
• The mining industry is intensely competitive in all its phases, and we compete with many companies possessing greater financial and technical resources.
• We may be adversely affected by the effects of inflation.
• Changes to United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.
• We are currently operating in a period of economic uncertainty and capital markets disruptions, which have been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine.
• Our operations and financial condition may be materially adversely affected by geopolitical instability, armed conflicts, sanctions and related disruptions to global markets and supply chains.
• If we fail to maintain effective internal controls over financial reporting, the price of securities may be adversely affected.
• Our results of operations could be affected by currency fluctuations.
• We are dependent on key personnel and the absence of any of these individuals could adversely affect our business. We may experience difficulty attracting and retaining qualified personnel.
• Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.
• Certain of our directors and officers also serve as directors and officers of other companies involved in natural resource exploration and development, which may cause them to have conflicts of interest.
• There will be significant hazards associated with our mining activities, some of which may not be fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may be negatively affected.
• Capital and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate.
• Joint ventures and other partnerships may expose us to risks.
• Failure to comply with federal, state and/or local laws and regulations could adversely affect our business.
• We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns.
• The obligations associated with being a U.S. public company require significant resources and management attention, and we incur increased costs as a result of becoming a U.S. public company.
• There can be no guarantee that our interests in our property are free from any title defects.
• Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies.
• Land reclamation requirements may be burdensome.
• We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock and/or warrants less attractive to investors.
• Due to our size and the limited number of personnel involved in our finance and accounting functions, we have identified material weaknesses in our internal control over financial reporting, and if we are unable to remediate these material weaknesses, or if we experience additional material weaknesses in the future, our financial reporting may not be accurate or timely and the market price of our securities could be adversely affected.
• There is substantial doubt about our ability to continue as a going concern. If we are unable to obtain additional financing, we may be forced to curtail or cease our operations.
• Risks Related to Our Securities
• The market price of our common stock and warrants may fluctuate significantly, and you could lose all or part of your investment.
• We may issue additional securities that rank senior to our common stock or otherwise dilute the interests of our existing shareholders.
• U.S. investors may have difficulty enforcing civil liabilities against certain of our directors, officers and other persons located outside the United States.
• Certain provisions of Nevada law and our organizational documents may make it more difficult for a third party to acquire us or may limit our shareholders’ ability to take certain actions.
• We will require substantial additional capital to fund our exploration and development activities, and our efforts to obtain additional financing may result in dilution to our shareholders.
• We do not expect to pay dividends on our common stock in the foreseeable future.