DRS

As confidentially submitted to the U.S. Securities and Exchange Commission on July 10, 2023.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

NOVA MINERALS LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s Name into English)

Australia	1040	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Suite 5, 242 Hawthorn Road,

Caulfield, Victoria 3161

Australia
+61 3 9537 1238

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Christopher Gerteisen, CEO

1150 S Colony Way, Suite 3

Palmer, AK 99645

(907) 707-6564

(Names, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Jeffrey Fessler Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112-0015 (212) 634-3067 JFessler@sheppardmullin.com	Rob Condon Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 (212) 768-6700

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY 10, 2023

           American Depositary Shares Representing                     Ordinary Shares

Nova Minerals Limited

We are offering            American depositary shares, or ADSs, in the United States, representing          ordinary shares of Nova Minerals Limited (“Nova Minerals” or the “Company”) in a firm commitment offering. Each ADS represents             ordinary shares, no par value, deposited with the Bank of New York Mellon, as depositary.   Prior to this offering, there has been no public market for our ADSs. We plan to apply to list our ADSs on the Nasdaq Capital Market under the symbol “          ”. The closing of this offering is contingent upon the successful listing of our ADSs on the Nasdaq Capital Market

Our ordinary shares are listed on the Australian Securities Exchange, or ASX, under the symbol “NVA” and quoted on the OTCQB market under the symbol “NVAAF” and Frankfurt Stock Exchange under the symbol “QM3”. On              , 2023, the last reported sale price of our ordinary shares on the ASX was A$            per ordinary share. The ASX price per ordinary share on              , 2023, is equivalent to a price of US$          per ADS, after giving effect to the Australian dollar/U.S. dollar exchange rate of A$1.00 to US$            which was the noon buying rate of the Federal Reserve Bank of New York on              , 2023, and an ADS-to-ordinary share ratio of 1 to             . We have estimated the offering price range between US$        and US$          per ADS and the assumed offering price is the midpoint of this range. For the purposes of this preliminary prospectus, the estimated initial public offering price is US$          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.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$		US$
Underwriting discounts and commissions(1)	US$		US$
Proceeds to us, before expenses	US$		US$

(1) Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 104 for additional information regarding underwriters’ compensation.

We have granted a 45-day option to the representative of the underwriters to purchase up to           additional ADSs solely to cover over-allotments, if any.

The underwriters expect to deliver the ADSs to purchasers on or about            , 2023.

ThinkEquity

The date of this prospectus is            , 2023

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	18
Special Note Regarding Forward-Looking Statements	37
Use of Proceeds	38
Dividend Policy	38
Capitalization	39
Dilution	40
Selected Consolidated Financial Data	42
Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Corporate History and Structure	50
Business	51
Management	68
Principal Shareholders	78
Related Party Transactions	78
Description of Share Capital	79
Description of American Depositary Shares	89
Shares Eligible for Future Sale	96
Material United States Income Tax and Australian Income Tax Considerations	97
Enforceability of Civil Liabilities	103
Underwriting	104
Expenses Related to this Offering	111
Legal Matters	111
Experts	111
Where You Can Find More Information	112
Financial Statements	F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the underwriters have authorized anyone to provide you with different information. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of ordinary shares.

For investors outside the United States: Neither we, nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the United States.

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe these industry publications and third-party research, surveys and studies are reliable, you are cautioned not to give undue weight to this information.

Notes on Prospectus Presentation

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Certain market data and other statistical information contained in this prospectus are based on information from independent industry organizations, publications, surveys and forecasts. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above and our internal research. While we believe such information is reliable, we have not independently verified any third-party information and our internal data has not been verified by any independent source.

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Our reporting currency and our functional currency is the Australian dollar. This prospectus contains translations of Australian dollars into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from Australian dollars into U.S. dollars in this prospectus were made at a rate of A$1.00 per US$● which was the noon buying rate of the Federal Reserve Bank of New York on          , 2023. We make no representation that the Australian dollar or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Australian dollar, as the case may be, at any particular rate or at all.

All references in the prospectus to “U.S. dollars,” “dollars,” “US$” and “$” are to the legal currency of the United States and all references to “A$” are to the legal currency of Australia.

TECHNICAL MINING INFORMATION AND TERMS

Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

The Securities and Exchange Commission (the “SEC”) adopted new mineral property disclosure requirements in subpart 1300 of Regulation S-K (the “SEC Mining Disclosure Rules”) effective January 2021 that are applicable to all mining companies filing registration statements with the SEC. These rules better align disclosure with international regulatory practices, including the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia (“JORC”). However, while the definitions in the SEC Mining Disclosure Rules are more similar to those in JORC compared to the previous SEC disclosure rules, there are differences in the definitions and standards under the SEC Mining Disclosure Rules and JORC. Investors are therefore cautioned that public disclosure by us of mineral resources in Australia in accordance with JORC (as required by ASX Listing Rules) does not form a part of this Registration Statement on Form F-1.

We have inferred, indicated, and measured mineral resources but not mineral reserves. Investors should understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. An inferred mineral resource has a lower level of confidence than that applying to an indicated or measured mineral resource and may not be converted to a mineral reserve.

We are still in the exploration stage and our planned commercial operations have not yet commenced. There is currently no commercial production at the Estelle Gold Project site. We have completed a technical report summary in compliance with the SEC’s new Regulation S-K Item 1300 disclosure rules. The company has produced a Scoping Study on a very small area which includes 3 of the 4 current resource deposits on the Estelle Gold Project to both JORC and SK-1300 standards. We have completed an Initial Assessment (IA) in accordance with S-K 1300 however we have not yet completed a Preliminary Economic Assessment (PEA), or started a Feasibility Study (FS) on the Estelle Gold Project. As such, our estimated proven or probable mineral reserves, expected mine life and gold pricing, as the case may be, cannot be determined at this time as the feasibility studies, drilling and pit design optimizations have not yet been undertaken.

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 have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. Under the SEC Mining Disclosure Rules, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot 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 economically or legally mined, 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 upgraded to mineral reserves.

Qualified Person

The information in this prospectus that relate to exploration results, exploration target and resource estimates of the Estelle Gold Project is based on information compiled by Mr. Christopher Gerteisen MSc. Mr. Gerteisen, who is a professional geologist, CEO and director of Nova Minerals, compiled and evaluated the technical information in this release and is a member of the Australian Institute of Geoscientists (AIG), which is recognized by overseas professional organizations, accepted for the purpose of reporting in accordance with ASX listing rules and SEC rules. Mr. Gerteisen has sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to be a “qualified person” under Item 1300. Mr. Gerteisen consents to the inclusion in the prospectus of the matters based on information in the form and context in which it appears.

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Some scientific and technical information contained herein with respect to the Estelle Gold Project is derived from the “Resource Estimation, Estelle Gold Project, Alaska” prepared for us with an effective date of April 11, 2023. Mr. Jonathon Abbott of Matrix Resource Consultants Pty Ltd, prepared this report. Mr. Abbott has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration to be a “qualified person” under Regulation S-K, Item 1300. Mr. Abbott has not visited the Estelle Gold Project site.

Glossary of Mining Terms

The following is a glossary of certain mining terms that may be used in this prospectus.

Ag	Silver.
Alluvial	A placer formed by the action of running water, as in a stream channel or alluvial fan; also said of the valuable mineral (e.g. gold or diamond) associated with an alluvial placer.
Assay	A metallurgical analysis used to determine the quantity (or grade) of various metals in a sample.
Au	Gold
Callie-style	Mineralization characterized by coarse and readily visible gold occurring in quartz veins hosted in carbonaceous siltstone.
Claim	A mining right that grants a holder the exclusive right to search and develop any mineral substance within a given area.
Concentrate	A clean product recovered in flotation, which has been upgraded sufficiently for downstream processing or sale.
Core drilling	A specifically designed hollow drill, known as a core drill, is used to remove a cylinder of material from the drill hole, much like a hole saw. The material left inside the drill bit is referred to as the core. In mineral exploration, cores removed from the core drill may be several hundred to several thousand feet in length.
Cu	Copper.
Cut-off grade	When determining economically viable mineral reserves, the lowest grade of mineralized material that can be mined and processed at a profit.
Deposit	An informal term for an accumulation of mineralization or other valuable earth material of any origin.
Diamond drill	A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.
Dilational structure	structures composed of mechanisms whose only degree of freedom corresponds to dilation.
Drift	A horizontal or nearly horizontal underground opening driven along a vein to gain access to the deposit.
Dyke	A long and relatively thin body of igneous rock that, while in the molten state, intruded a fissure in older rocks.

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En-echelon	Structures within rock caused by noncoaxial shear.
Exploration	Prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.
Flotation	A milling process in which valuable mineral particles are induced to become attached to bubbles and float as others sink.
FS	A Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Pre-Feasibility Study.
Grade	Term used to indicate the concentration of an economically desirable mineral or element in its host rock as a function of its relative mass. With gold, this term may be expressed as grams per tonne (g/t) or ounces per tonne (opt).
Greywacke	A variety of sandstone generally characterized by its hardness, dark color, and poorly sorted angular grains of quartz, feldspar, and small rock fragments set in a compact, clay-fine matrix.
Ha	Hectare - An area totaling 10,000 square meters or 2.47 acres.
Indicated Mineral Resource	An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit
	Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation
	An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.
Inferred Mineral Resource	An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify, geological and grade or quality continuity.
	An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Km	Kilometre(s). Equal to 0.62 miles.
Lithologic	The character of a rock formation, a rock formation having a particular set of characteristics.
M	Meter(s). Equal to 3.28 feet.
Mafic	Igneous rocks composed mostly of dark, iron- and magnesium-rich minerals.
Massive	Said of a mineral deposit, especially of sulfides, characterized by a great concentration of mineralization in one place, as opposed to a disseminated or vein-like deposit.
Measured Mineral Resource	Part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

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Metallurgy	The science and art of separating metals and metallic minerals from their ores by mechanical and chemical processes.
Mineral	A naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.
Mineral Deposit	A mass of naturally occurring mineral material, e.g. metal ores or nonmetallic minerals, usually of economic value, without regard to mode of origin.
Mineralization	A natural occurrence in rocks or soil of one or more yielding minerals or metals.
Mineral Project	The term “mineral project” means any exploration, development or production activity, including a royalty or similar interest in these activities, in respect of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base, precious and rare metals, coal, and industrial minerals.
Mineral Resource	A concentration or occurrence of diamonds, natural, solid, inorganic or fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction.
Moz	Million ounces.
Mt	Metric tonne. Metric measurement of weight equivalent to 1,000 kilograms or 2,204.6 pounds   .
Net Smelter Royalty	The aggregate proceeds received from time to time from any arm’s length smelter or other arm’s length purchaser from the sale of any ores, concentrates, metals or other material of commercial value, net of expenses.
Ore	Mineralized material that can be extracted and processed at a profit.
Ounce	A measure of weight in gold and other precious metals, correctly troy ounces, which weigh 31.2 grams as distinct from an imperial ounce which weigh 28.4 grams.
PEA	Preliminary Economic Assessment. A study, other than a pre-feasibility or feasibility study, that includes an economic analysis of the potential viability of mineral resources.
Pegmatite	An igneous rock, formed by slow crystallization at high temperature and pressure at depth, and exhibiting large interlocking crystals usually greater in size than 2.5 cm (1 in).
PFS	Preliminary Feasibility Study. A Preliminary Feasibility Study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study.

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Probable Mineral Reserve	The mineable part of an indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
Proven Mineral Reserve	The term “proven mineral reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
Qualified Person	An individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
Reclamation	Restoration of mined land to original contour, use, or condition where possible.
Sedimentary	Said of rock formed at the Earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin and re-deposited, or chemically precipitated.
Strike	The direction, or bearing from true north, of a vein or rock formation measure on a horizontal surface.
Tenement	A mineral claim.
Tonne	A metric ton of 1,000 kilograms (2,205 pounds).
μm	Micrometer.

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PROSPECTUS SUMMARY

The following summary highlights certain information in this prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, especially the “Risk Factors” section of this prospectus and our financial statements and the notes thereto appearing elsewhere in this prospectus before deciding to invest in our Company. For more information on our business, refer to the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” sections of this prospectus. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections of this prospectus. See “Cautionary Note Regarding Forward-Looking Statements”.

As used herein, references to the “S-K 1300 Report” are to the technical report summary titled “S-K 1300 Technical Report Summary on the Estelle Gold Project, Alaska, USA – Initial Assessment” prepared by ABH Engineering Inc with an effective date of May 30, 2023, which was prepared in accordance with S-K 1300. The Estelle Gold Project Technical Report is filed as Exhibit 96.1 to the registration statement of which this prospectus forms a part.

On November 29, 2021, we effected a 10-for-1 consolidation of our outstanding ordinary shares. No fractional shares were issued in connection with the consolidation and all such fractional interests were rounded up to the nearest whole number of ordinary shares. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, conversion of our outstanding convertible notes and conversions of preferred stock have been adjusted accordingly. All information presented in this prospectus have been retrospectively restated to give effect to our 10-for-1 consolidation of our outstanding ordinary shares, and unless otherwise indicated, all such amounts and corresponding conversion price and/or exercise price data set forth in this prospectus have been adjusted to give effect to such stock consolidation.

In this prospectus, “we,” “us,” “our,” “the Company,” “Nova” and similar references refer to Nova Minerals Limited and its consolidated subsidiaries.

Our Company

Overview

We are an exploration stage company, and our flagship project is the Estelle Gold Project located in Alaska. We have no operating revenues and do not anticipate generating revenues in the foreseeable future. The Estelle Gold Project, or the Project, which is 85% owned by us, contains multiple mining complexes across a 35km long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million ounce resources across four deposits containing a combined 9.9 million ounce (“Moz”) Au. The Project, which is comprised of 450km² of unpatented mining claims located on State of Alaska public lands, is situated on the Estelle Gold Trend in Alaska’s prolific Tintina Gold Belt, a province which hosts a 220 Moz documented gold endowment and 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.

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Figure 1: Nova’s flagship Estelle Gold Project is located within Alaska’s prolific Tintina Gold Belt.

The Estelle Gold Project

The following information is condensed and extracted from the S-K 1300 Report. Readers should refer to the full text of the S-K 1300 Report for further information regarding the Estelle Gold Project.

Project Description, Location and Access

The Estelle Gold Project, which is located approximately 150km northwest of Anchorage, Alaska, is a year-round operation, near a large labor force and all essential services with a base site which hosts a fully winterized 80-person camp, including an on-site sample processing facility and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft. Easy access is currently available to the project via a winter road and by air. We anticipate access to be improved further by the recently proposed West Susitna Access Road, which would be situated on State land within the Matanuska-Susitna Borough. The West Susitna Access Road has considerable support from both the community and the State government, and has progressed to the permitting stage, with construction proposed to start in 2025.

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Figure 2: The Estelle Gold Project location map and infrastructure solutions

Geological Setting

The Estelle Gold Project is located in the Alaskan Mountain Range in the southwestern extremity of the Tintina Gold Province, comprising Cambrian to Devonian deep-water basinal shales and sandstones. Both the terrane and the Tintina Gold Province terminate on the Broad Pass/ Mulchatna Fault Zone, near the Estelle Gold Project’s southern property boundary.

Within the property, lie the Mesozoic marine sedimentary rocks of the Kahiltna terrane. Regionally, these marine rocks were intruded by several plutons. The Mount Estelle pluton has been dated at 65 to 66 Ma. This pluton is compositionally zoned and is made up of a granite core transitioning to quartz monzonite, quartz monzodiorite, augite monzodiorite, diorite, and lamprophyric mafic and ultramafic rocks. The intrusion contains xenoliths of metasedimentary country rocks into which it was intruded. Tourmaline and beryl have been observed in, and adjacent to the pluton. The rock surrounding the Mt. Estelle pluton has undergone contact metamorphism and is locally hornfelsed. There is red staining which likely indicates disseminations of pyrite along fracture faces. Adjacent to the pluton, local sericite and clay alteration is also found.

The Estelle pluton is cut by several dikes which range in composition from aplite, gabbro, dacite, and lamprophyre. These structures are found in the felsic and intermediate phases of the pluton. Gold, associated with pyrrhotite, chalcopyrite, pentlandite and molybdenite also occurs in ultramafic rocks on the south side of the pluton. Mineralization is less common in the sedimentary rocks.

Anomalous gold, platinum-group elements, copper, chrome, nickel and arsenic are reported from many of the composite plutons of the Yentna trend and gold and platinum-group-element placers have been worked at several sites downstream from the plutons.

The high grade RPM deposit within the Estelle Gold Project lies within a plutonic complex intruding a Jurassic to Early Cretaceous flysch sequence. The intrusive complex consists of ultramafic to felsic plutons of Late Cretaceous/Early Tertiary age (69.7 Ma) and are centrally located in a region of arc-magmatic related gold deposits. Though mineralization at Estelle is generally restricted to the intrusive rocks, mineralization at RPM occurs in both the intrusive and hornfels. At RPM, roof pendants of hornfels occur overlying multiple intrusive units. Fingers of fine-grained aplite, monzonite and biotite-rich diorite cut the hornfels. All of the lithologic units are in turn cut by stockwork and/or sheeted veins. Veins range in size and character from meter-wide quartz ± sulfide to millimeter-scale quartz-arsenopyrite veins and centimeter-scale quartz-tourmaline-sulfide veins. A granitic intrusive body, which underlies the hornfels and crops out in the southern part of the prospect area appears to be potentially related to mineralization.

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Mineralization and Deposit Types

The deposits on the Estelle Gold Project are all large near-surface Intrusion Related Gold Systems (IRGS), and since 2018 we have been aggressively and systematically exploring the multiple prospects within the project area. To date, we have proven a total gold resource estimate of 9.9 Moz, which is hosted within 4 mineral resource deposits:

● Korbel Main: A bulk tonnage deposit, located in the Korbel Mining Complex in the North of the project area, which has a confirmed strike length of over 2.5km and up to 500m depth, and remains open with significant potential to further extend the mineralization.

● Cathedral: Another bulk tonnage deposit located nearby and similar to Korbel Main. An initial maiden Inferred resource has confirmed a strike length of at least 800m and 350m wide. The deposit remains wide open in all directions and the potential for high-grade zones exist with up to 114 g/t Au in surface rock chip samples.

● RPM North: A high-grade deposit, located in the RPM Mining Complex in the South of the project area, which has a 450m strike length and 150m width, defined by close spaced resource drilling, and remains open. It also includes a high-grade M&I core of 100m long x 50m wide x 300m deep and significant potential remains to further extend the mineralization.

● RPM South: A newly discovered zone where initial drilling as confirmed a genetically link to RPM North. Currently resources have a strike length of 400m and 250m width. Over 600m of perspective strike length connects RPM South with RPM North which is the highest priority drill target within the Estelle Gold Project with significant positive implications for further resource upside.

Mineral Resource Estimates

Over 93,000m of diamond and RC drilling has been undertaken to test the extent of all deposits and infill, in support of a high confidence global mineral resource estimate of 9.9 Moz Au across the Estelle Gold Project. This mineral resource contains a proportion of measured and indicated classified material to support future studies and an Ore Reserve (Ore Reserves are defined by further economic studies with higher degree of accuracy). Future targeted drilling programs are planned to upgrade both the size and confidence of the resource estimate.

The following table sets forth the mineral resource estimate for the Estelle Gold Project in the S-K 1300 Report with an effective date of May 30, 2023.

		Measured						Indicated						Inferred						Total
Deposit	Cutoff	Tonnes Mt		Grade Au g/t		Au Moz		Tonnes Mt		Grade Au g/t		Au Moz		Tonnes Mt		Grade Au g/t		Au Moz		Tonnes Mt		Grade Au g/t		Au Moz
RPM North	0.20		1.4		4.1		0.18		3.3		1.5		0.16		26		0.6		0.48		31		0.8		0.82
RPM South (Maiden)	0.20														31		0.4		0.42		31		0.4		0.42
Total RPM Mining Complex			1.4		4.1		0.18		3.3		1.5		0.16		57		0.5		0.90		62		0.6		1.24
Korbel Main	0.15								320		0.3		3.09		480		0.2		3.55		800		0.3		6.64
Cathedral (Maiden)	0.15														240		0.3		2.01		240		0.3		2.01
Total Korbel Mining Complex									320		0.3		3.09		720		0.2		5.56		1,040		0.3		8.65
Total Estelle Gold Project			1.4		4.1		0.18		323		0.3		3.25		777		0.3		6.46		1,102		0.3		9.89

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves.

Mineral Processing, Metallurgical Testing and Recovery Methods

A robust project flowsheet and initial level processing plant design has been established, based on preliminary metallurgy and ore sorting tests in combination with economic considerations. The flow sheet indicates that the gold is easily liberated from the Estelle ore bodies using conventional technology for an average recovery of 88.3%, with further optimization planned.

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The process plant was designed using conventional processing unit operations with the addition of particle density X-Ray Transmission (“XRT”) ore sorting systems. Only ore originating from Korbel Main will be sorted, ore originating from the RPM deposits will bypass the sorters. The ore sorting circuit is designed for 14,900,000 tonnes per year. The processing plant downstream of the ore sorters is designed for 6,350,000 tonnes per year. The plant will operate on a two shifts per day basis, 365 days per year. The product of the process will be doré bars.

Run-of-mine and run–of-stockpile ore will be hauled to the sorting facility where it will be crushed in a primary gyratory crusher before going through a sizing screen. The fines fraction head will be fed directly to the high-pressure grinding rolls (“HPGR”), the mid-sized material will be fed to the XRT ore sorting system, and the oversize material will be crushed in a secondary cone crusher. The ore sorting system will separate the economical ore out from the waste, transporting it to an HPGR. The product of the HPGR will be sent to a closed circuit consisting of a ball mill and hydrocyclone cluster. The P80 overflow of 75µm will flow through the flotation circuit. The tailings from this process will be sent to the tailing’s thickener. The concentrate will move on to the cyclone cluster and IsaMill for fine grinding to P80 of 22µm before finally moving on to the pre-leach thickener where the underflow will report to the leach and CIP circuits.

The gold leached in the CIP circuit will be recovered by activated carbon and elution. From this elution circuit, the gold will be recovered by electrowinning cells in the gold room. The gold sludge will be dried, mixed with fluxes, and then smelted in a furnace to produce doré bars. Carbon will be re-activated in a regeneration kiln before being re-used in the CIP circuit. The CIP tailings will be treated for cyanide in the cyanide destruction circuit before being pumped to the tailings thickener. The waste byproduct of the tailings thickener will be pumped to the tailings storage facility.

Figure 3: The Estelle Gold Project simplified flow sheet

Mine Design

The SK-1300 IA (Initial assessment) report considers a development based on multiple open pit mines using a conventional truck and shovel approach at the Korbel Main, RPM North and RPM South deposits feeding a 6 Mtpa Estelle central processing plant located in the Korbel Mining Complex area of the project and producing an average of 132 Koz of gold per annum and a total gold production over the LOM of 2.25 Moz Au. Ore from the RPM deposits will be hauled to the Estelle central processing plant and the mining operations are designed for 17 years of mining and one year of stockpile processing. The 2 Moz Au inferred resource at Cathedral is not included in SK-1300 IA (Initial assessment).

Economic Analysis

The SK-1300 IA (Initial assessment) report confirmed that an initial gold mining and processing operation at the Estelle Gold Project presents a technically and commercially viable development opportunity with positive financial metrics over an initial mine life of 17+ years, with capital payback in the first year (11 months) of the project. A summary of the initial mining and financial evaluation is provided in table below (All amounts pre-tax and royalties and in US dollars)

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Production Physicals
	Units	Report Results
Life of Mine (LOM)	Years	17+
Ore Mined	Mt	231
Mine Grade	Au g/t	0.40
Strip Ratio	W:O	1.90
Ore Milled	Mt	108
Mill Grade	Au g/t	0.73
Gold Recovery	%	88.3
Avg. Annual Au Production	Koz	132
Total Au Production	Koz	2,253
Financials and Key Assumptions in USD$
Capital Payback	Years	0.9
NPV5%	$M	654
IRR	%	53.3
Pre-Production Capital Costs	$M	385
Sustaining Capital Costs	$M	126
Gold Price	$/oz	1,800
Revenue	$M	4,055
Operating Costs	$/t	11.20
AISC – Year 1	$/oz	510
AISC - LOM	$/oz	1,149
Free Cash Flow	$M	945

The report’s sensitivity analysis also clearly demonstrated the project to be resilient to changes in capital costs and recoveries, with significant leverage to the gold price, AISC and particularly an improvement in the LOM average mill feed grade above the current 0.73 g/t Au, that the company will be now working towards by increasing the resource and continuing to unlock the Estelle gold district across multiple other prospects within the project area.

Following the completion of the Initial Assessment (IA) report the Board has approved and commenced the progression of the project to a Preliminary Economic Assessment (PEA)

Other Assets

In addition to the Estelle Gold Project, we own minority interests in companies that partially provide a hedge against fluctuations in the gold price and expose us to the upside of other high growth sectors.

Our investments include:

●	Snow Lake Lithium (Nasdaq: LITM)
	We hold an indirect interest in the Thompson Brothers Lithium Project through a 37% ownership stake (as of the date of this prospectus) in Snow Lake Resources Ltd (“Snow Lake”), a lithium exploration stage mining company in the province of Manitoba, Canada, listed on the Nasdaq Capital Market (LITM). Snow Lake’s prime objective is to be the next low-cost lithium producer by fast-tracking the development of its near-term production and cash flow lithium mine through conventional DSO truck and shovel mining methods to supply the North American electric vehicle and battery markets. Snow Lake has a dominant 59,587 acre land position, and the Thompson Brothers Lithium Project currently has a mineral resource estimate of 9.08 Mt @ 1.00% Li2O indicated and 1.97 Mt @ 0.98% Li2O inferred. Snow Lake is also currently undertaking resource expansion drilling to significantly increase the resource size and confidence with a Preliminary Economic Assessment (PEA) due for completion in the third quarter of 2023.
	In April 2022, we sold 3,000,000 shares in Snow Lake that generated gross proceeds of US$18 million, thus reducing our interest in Snow Lake from 9,600,000 shares to 6,600,000 shares. We continue to hold 6,600,000 Snow Lake shares, representing 37% of Snow Lake’s issued and outstanding shares as of the date of this prospectus.

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●	Asra Minerals Limited (ASX:ASR)
	We hold a free carried investment of 8.75% in Asra Minerals Limited (“Asra” or ASX Ticker:ASR”), a gold and rare earths exploration company based in Western Australia and listed on the ASX (ASR). Asra is a highly active gold exploration and development company with an extensive and strategic land holding comprising six projects and over 400km² of tenure in the Goldfields Region of Western Australia. All projects are nearby to excellent infrastructure and lie within 50km of major mining towns.
	Asra is continuing with its exploration strategy aimed at making significant gold and rare earth discoveries that have  near term production potential. Asra is entering an exciting phase in its development as its exploration to date has already resulted in several gold discoveries.
	Asra’s flagship Mt Stirling Project is situated approximately 40km NW of Leanora, and is near Red 5’s King of the Hills mine. The region is rich in gold endowment with producing mines such as Tower Hills, Sons of Gwalia, Thunderbox, Harbour Lights and Gwalia.
●	Rotor X Aircraft Manufacturing
	We also hold a free carried investment of 9.9% in Rotor X Aircraft Manufacturing (“Rotor X”), a pre-IPO revenue generating US-based company that seeks to lead the development of electric VTOL (Vertical Take-Off and Landing) aircraft and innovative low operating cost heavy lift drone technology. Rotor X Aircraft Manufacturing is a helicopter kit manufacturing company that provides the world’s most affordable and reliable 2 seat personal helicopter. Recently Rotor X also announced that it has entered the electric vertical take-off and landing (eVTOL) market with the aim of developing innovative, low operating cost heavy-lift electric helicopters and drones, to support mining and other industries, as well as the growing urban air taxi market.
	The potential benefits for our mining operations through the innovative application of clean aircraft technology, have been the primary motive behind our investment in Rotor X.

Our Opportunity

The Estelle Gold Project has provided us with an opportunity very rarely seen since the Carlin Gold Trend (the “Carlin”). The Carlin Trend is located in Nevada, USA and is host to one of America’s largest gold endowments currently estimated at 130 Moz of gold and since it commenced operations in 1963 has produced over 84 Moz gold.

When a subsidiary of Newmont Gold Corporation opened the Carlin mine, it was the world’s first open pit primary gold mine, mining vast bulk tonnages of low grade ore which were crushed, ground and treated by cyanidation with high recovery rates.

In its first year, the Carlin mine produced 128,000 troy ounces of gold, but more importantly, it was the model for dozens of future low grade bulk tonnage gold mines along the Carlin Trend.

The technological know-how in mineral exploration and mine development gained from the Carlin Trend was also quickly applied to other low grade bulk mines around the world.

Similar to the Carlin Trend, upon which world class companies such as Barrick and Newmont have been built, the Estelle Gold Project with its vast mineralized land position provides us with a matching opportunity. Very few mining companies own a tier one gold asset with an already defined 9.9 Moz gold resource, in a Fraser Institute ranked top 4 investment jurisdiction, on State lands, with decades of opportunity of potentially multiple mines across one single project site, like we have at Estelle. All deposits are also open with thick ore zones from surface and a low strip ratio, amendable to large scale bulk mining using conventional truck and shovel methods, with further drill programs planned to continue to increase both the size and confidence of the resource base over the coming years.

In 2023 a 15,000m diamond drill program is planned to focus on the RPM area, with the aim to further infill and expand the at surface higher-grade resources in the area, with a maiden drill program to also target the Train area where RPM style mineralization was recently discovered, with the aim to define a 5^th resource deposit on the project this year.

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In addition to the 4 already defined resource deposits, Nova also has 18 other known prospects at various stages of advancement across the 35km long mineralised corridor, including the recent significant discoveries at the Train and Stoney prospects.

At Train, which is to be drill tested this year, geological observations and high-grade rock chip samples indicate another possibly large IRGS exposed at surface with a 1km strike length and 500m width. Structural controls and more high-grade rock chips also show a possible genetic link to the nearby Trumpet prospect with a strike length of 1.5km between the two prospects to also be drill tested this year.

At Stoney, surface sampling and mapping has identified a high-grade polymetallic gold, copper and silver stacked vein system along a 4km strike length, up to 10m wide and over 300m of vertical extent with further surface exploration mapping and sampling programs to be conducted in the area as part of the 2023 field season as well.

As systematic reconnaissance exploration programs continue, we expect further discoveries of surface outcropping deposits to create decades of future mine life through a pipeline of exploitable resources.

Figure 4: Unlocking the Estelle Gold Project – District scale with over 20 identified gold prospects

Our Competitive Strengths

We are an industry leader in the speed and manner in which it has been growing its global resource inventory, working within relatively small budgets. In just over 4 years, our fundamental achievements include:

● The discovery of a truly tier one district scale gold and other minerals project in a safe jurisdiction;

● Drilled over 84,000m to grow a 9.9 Moz gold resource from green fields, including three very thick high-grade gold intercepts at RPM, at a very low cost of discovery per ounce;

● Established infrastructure for year-round operation;

● Completed robust economic studies which show the commercial viability of the project; and

● Built strong relationships with the Alaskan community, suppliers and the State government.

Coupled with a world class asset, we have also established a leadership team of experienced mining executives and operators with a history of growing and de-risking projects, including a local well-connected CEO who has significant experience in bringing mines into production having worked on major projects including Sepon, Carosue Dam, Batu Hijau and the Carlin Trend.

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We also pride ourselves on our innovation and efficiency as evidenced by our low discovery cost of below $3.50 per ounce, which is well below the industry average. We continue to develop our strategies and initiatives to improve our business plans and operations, in particular with respect to the Estelle Gold Project. Some of the innovations we have undertaken to date include:

● Particle density X-Ray ore sorting. Ore sorting test work conducted on drill core samples from Estelle ore demonstrates great potential for less processing and increased mine production to successfully separate the gold-bearing veins.

● On-site independent preparation facility. We have established an onsite preparation facility which has the capacity to process up to 7,500 samples per month, providing significant cost savings as the samples are prepared through drying, crushing and splitting on site, significantly reducing the sample weight that is shipped from site to the laboratory for analysis. This also allows us to bypass the commercial prep-lab which in turn improves the assay result turnaround time.

● eVTOL aircraft of the future for mining transport and exploration. The unprecedented potential benefits for our mining operations through the innovative application of clean aircraft technology have been the primary motive behind our investment in aerospace company Rotor X. We believe it will be a model of sustainability for us as part of our ESG development, while at the same time lowering estimated logistics costs by a third.

Figure 5: Top 10 gold only projects in North America

Our Growth Strategy

Our growth strategy is to get the Estelle Gold Project into production as fast as possible to become a tier one global gold producer in order to maximize shareholder value.

With the IA report showing the Estelle Gold Project is both technically and commercially viable, the Board has approved and commenced the progression of the project to a PEA, accelerating activity across the project towards production which currently anticipates mine construction completed 2026 and the first gold pour in late 2027.

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Estelle’s Projected Timeline to Production

● 2023 drill program

- Up to 3 drill rigs running 24 hours, 7 days per week in the almost 24-hour daylight in Alaska during the period

- RPM infill and extensional resource drilling to improve the size and confidence of the resource (Q2/Q3 2023)

- Maiden resource definition drilling in the Train area (Q2/Q3 2023)

●	PEA trade off study work and geotechnical drilling (Ongoing throughout 2023 & 2024)
●	Global MRE update (2024)
●	PEA, including updated MRE with resources from the 2023 drill program (2024)
●	FS and permitting (2025)
●	Decision to mine and financing (2026)
●	Commence mine construction (2026/2027)
●	1st gold pour (Late 2027)
●	Ongoing exploration to assess district wide opportunities to increase the resource pipeline
	* All timelines are projected only and subject to assay lab turnarounds, market and operating conditions, all necessary approvals, regulatory requirements, weather events and no unforeseen delays.

Figure 6: Our long-term growth strategy

Our Risks and Challenges

Our prospects should be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by similar companies. Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including, among others, the following:

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Risks Related to Our Business and Industry

Risks and uncertainties related to our business include, but are not limited to, the following:

● We currently report our financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles, or U.S. GAAP.

● Our mineral reserves may be significantly lower than expected.

● Our Estelle Gold Project only has estimated inferred, indicated and measured resources identified, there are no known reserves on our property. There is no assurance that we can establish the existence of any mineral reserve on our property in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from this property and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral reserve in a commercially exploitable quantity, the exploration component of our business could fail.

● We have no history of producing metals from our current mineral property and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.

● Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.

● The profitability of our operations, and the cash flows generated by our operations, are affected by changes in the market price for gold, which in the past has fluctuated widely.

● Our success depends on the exploration development and operation of the Estelle Gold Project, an exploration stage project.

 ● We do not operate any mines and the development of our mineral project into a mine is highly speculative in nature, may be unsuccessful and may never result in the development of an operating mine.

● Mineral resource estimates are based on interpretation and assumptions and could be inaccurate or yield less mineral production under actual conditions than is currently estimated. Any material changes in these estimates could affect the economic viability of the Estelle Gold Project, our financial condition and ability to be profitable.

● We have negative cash flows from operating activities.

● We have no history of earnings, and there are no known commercial quantities of mineral reserves on the Estelle Gold Project.

● The development of the Estelle Gold Project or any other projects we may acquire in the future into an operating mine will be subject to all of the risks associated with establishing and operating new mining operations.

● Our growth strategy and future exploration and development efforts may be unsuccessful.

● We may issue additional ordinary shares or ADSs from time to time for various reasons, resulting in the potential for significant dilution to existing securityholders.

● We are subject to various laws and regulations, and the costs associated with compliance with such laws and regulations may cause substantial delays and require significant cash and financial expenditure, which may have a material adverse effect on our business.

● The mining industry is intensely competitive in all of its phases, and we compete with many companies possessing greater financial and technical resources.

● 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.

● If we fail to maintain effective internal controls over financial reporting, the price of our ADSs or ordinary shares may be adversely affected.

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● 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.

Risks Related to This Offering and Ownership of Our ADSs

Risks and uncertainties related to this offering and ownership of our ADSs include, but are not limited to, the following:

● There has been no prior market for our ADSs and an active and liquid market for our securities may fail to develop, which could harm the market price of our ADSs.

● If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of the ADSs and their trading volume could decline.

● U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management and the experts named in this prospectus.

● Our Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.

● You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

In addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed in “Risk Factors” and elsewhere in this prospectus before investing in our securities.

Our Corporate History and Structure

We have the following material, direct and indirect owned subsidiaries: AKCM (AUST) Pty Ltd Limited, Alaska Range Resources LLC, AK Operations LLC and AK Custom Mining LLC.

The following chart depicts the corporate structure of us together with the jurisdiction of incorporation of our subsidiaries and related holding companies.

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Corporate Information

Our principal executive office is Suite 5, 242 Hawthorn Road, Caulfield, Victoria 3161 Australia. The telephone number at our executive office is +61 3 9537 1238.

Our registered office is located at Suite 5 on 242 Hawthorn Road in Caulfield, Australia.

Our agent for service of process in the United States is our subsidiary Alaska Range Resources LLC, 1150 S Colony Way, Suite 3-440, Palmer, AK 99645.

Our website can be found at www.novaminerals.com.au. The information contained on our website is not a part of this prospectus and should not be relied upon in determining whether to make an investment in our company.

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The Offering

Securities offered	ADSs representing          ordinary shares (or          ADSs representing ordinary shares if the underwriters exercise the over-allotment option in full).
Offering price	We have estimated the initial offering price range between US$ and US$ and the assumed initial offering price is $ , the midpoint of this range.
ADSs	Each ADS represents          of our ordinary shares. The ADSs may be evidenced by American Depositary Receipts. The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time.
	To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.” We also encourage you to read the deposit agreement, which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.
Ordinary shares outstanding immediately after the offering	ordinary shares or          ordinary shares if the underwriters exercise the over-allotment option in full (including ordinary shares represented by ADSs).
Over-allotment option	We have granted to the underwriters a 45-day option to purchase from us up to an additional 15% of the ADSs sold in the offering (          additional ADSs) at the initial public offering price, less the underwriting discounts and commissions.
Underwriters warrants	Upon the closing of this offering, we will issue          to the representative of the underwriters, or its designees, warrants to purchase 5% of the total number of ADSs being sold in this offering. The exercise price of the warrants is equal to 150% of the offering price of the ADSs offered hereby. The warrants are exercisable commencing six months after the commencement of sales in this offering and will terminate three and one half years after the commencement of sales in this offering. See “Underwriting” for more information.
Use of proceeds	We estimate that the net proceeds from the sale of the ADSs that we are selling in this offering will be approximately US$          million (or approximately US$          million if the underwriter’s option to purchase additional ADSs is exercised in full), based upon an assumed initial public offering price of US$          per ADS, after giving effect to the Australian dollar/U.S. dollar exchange rate of as of                   , 2023, and an ADS-to-ordinary share ratio of 1-to-       , after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
	We plan to use the net proceeds of this offering as outlined in the Use of Proceeds section. See “Use of Proceeds” for more information on the use of proceeds.
Depositary	The Bank of New York Mellon.
Risk factors	Investing in our securities involves a high degree of risk and purchasers of our securities may lose part or all of their investment. See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our securities.
Lock-up	We, all of our directors and officers and any other 5% or greater holder of our ordinary shares have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of six, with respect to the Company and our 5% and greater shareholders, or 12 months, with respect to our directors and officers, after the date of this prospectus. See “Underwriting” for more information.

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Proposed trading market and symbol We plan to apply to list our ADSs on the Nasdaq Capital Market under the symbol “           .” Our ordinary shares are listed on the ASX under the symbol “NVA”. The closing of this offering is contingent upon the successful listing of our ADSs on the Nasdaq Capital Market.

The number of ordinary shares outstanding immediately following this offering is based on 210,889,958 ordinary shares outstanding as of June 30, 2023 and excludes:

● 22,322,161 ordinary shares issuable upon the exercise of outstanding options at a weighted average exercise price of A$0.96 (US$0.64) per share;

● 11,250,000 ordinary shares that are reserved for issuance under our employee share option plan;

● up to 1,200,000 ordinary shares that may be issued upon the achievement of certain milestones pursuant to Class A and Class B performance rights granted to certain directors; and

● up to 1,200,000 ordinary shares that may be issued upon the achievement of certain milestones pursuant to Class C performance rights granted to certain directors.

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Summary Consolidated Financial Information

The following summary historical financial information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in the prospectus and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

The selected consolidated statement of profit or loss and other comprehensive income data for the six months ended December 31, 2022, and 2021 and consolidated statement of financial position data as of December 31, 2022, have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of profit or loss and other comprehensive income data for the years ended June 30, 2022, and 2021 and consolidated statement of financial position data as of June 30, 2022, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements have been prepared in accordance with IFRS, as issued by the IASB, as of and for the years ended June 30, 2022, and 2021.Financial statements prepared in compliance with IFRS are not comparable in all respects with financial statements that are prepared in accordance with U.S. GAAP. Our historical results for any period are not necessarily indicative of our future performance.

For the fiscal year ended June 30, 2022, the conversion from A$ into US$ was made at the exchange rate as of June 30, 2022, on which US$1.00 equaled A$1.45159. For the fiscal year ended June 30, 2021, the conversion from A$ into US$ was made at the exchange rate as of June 30, 2021, on which $1.00 equaled A$1.33014. The use of US$ is solely for the convenience of the reader.

For the six months ended December 31, 2022, the conversion from A$ into US$ was made at the exchange rate as of December 31, 2022, on which US$1.00 equaled A$1.47601. For the six months ended December 31, 2021, the conversion from A$ into US$ was made at the exchange rate as of December 31, 2021, on which $1.00 equaled A$1.37817. The use of US$ is solely for the convenience of the reader.

Consolidated Statement of Profit or Loss and Other Comprehensive Income Data

	For the six months ended December 31,
	2022			2021			2022			2021
	A$			A$			US$			US$
Revenue		-			20,000			-			14,512
Other income		(3,049,127	)		91,852,737			(2,065,784	)		66,648,346
Expenses		(2,854,324	)		(3,157,411	)		(1,933,805	)		(2,291,017	)
Profit(Loss) after income tax		(5,903,451	)		88,715,326			(3,999,588	)		64,371,841
Total comprehensive income(loss)		(5,093,600	)		89,905,699			(3,450,914	)		65,235,575
Basic earnings (loss) per share(1)		(0.03	)		0.51			(0.02	)		0.37
Diluted earnings (loss) per share(1)		(0.03	)		0.47			(0.02	)		0.34
Dividends per share		-			-			-			-

(1) Adjusted to reflect the 10 for 1 consolidation of our ordinary shares on November 29, 2021.

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	For the year ended June 30,
	2022			2021			2022			2021
	A$			A$			US$			US$
Revenue		20,000			2,145			15,036			1,478
Other income		39,613,276			656,274			29,781,261			452,107
Expenses		(5,230,455	)		(4,001,866	)		(3,932,256	)		(2,756,885	)
Profit(Loss) after income tax		34,402,821			(3,343,467	)		25,864,041			(2,303,314	)
Total comprehensive income(loss)		38,097,293			(4,300,574	)		29,250,503			(2,962,665	)
Basic earnings (loss) per share(1)		0.20			0.02			0.15			0.01
Diluted earnings (loss) per share(1)		0.18			0.02			0.14			0.01
Dividends per share		-			-			-			-

(1) Adjusted to reflect the 10 for 1 consolidation of our ordinary shares on November 29, 2021.

Consolidated Statement of Financial Position Data

	As of December 31, 2022
	Actual						As Adjusted (1) (2)
	A$			US$			A$	US$
Cash		24,979,845			16,923,845
Total Assets		126,445,572			85,666,875
Total Liabilities		9,071,790			6,146,138
Net Assets		117,373,782			79,520,737
Accumulated profits(losses)		(44,358,819	)		(30,053,100	)
Issued Capital		142,405,474			96,479,709

(1)

The as adjusted data give effect to our receipt of net proceeds from the issuance and sale of          ADSs at the assumed initial offering price of US$          per ADS, after deducting underwriting commissions and estimated offering expenses payable by us.

(2)

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$          per ADS would increase (decrease) each of cash, share capital, total equity and total capitalization by approximately A$          million (or US$          million), assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 ADSs offered by us would increase (decrease) each of cash, share capital, total equity and total capitalization by approximately A$          million (or US$          million), assuming the assumed initial public offering price of US$          per ADS remains the same, and after deducting underwriting discounts and commissions.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this prospectus, before purchasing our securities. We have listed below (not necessarily in order of importance or probability of occurrence) what we believe to be the most significant risk factors applicable to us, but they do not constitute all of the risks that may be applicable to us. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Our mineral reserves may be significantly lower than expected.

We are in the exploration stage and our planned principal operations have not commenced. There is currently no commercial production at our Estelle Gold Project. We have completed a technical report summary in compliance with the SEC’s S-K 1300 disclosure rules. We have produced an Initial Assessment on a very small area which includes 3 of 4 current resource deposits on the Estelle Gold Project to both JORC and S-K 1300 standards. We have not yet completed a Preliminary Economic Assessment (PEA), or started a Feasibility Study (FS), of the Estelle Gold Project. As such, our estimated proven or probable mineral reserves, expected mine life and mineral pricing cannot be determined as the exploration programs, drilling, economic assessments and feasibility studies and pit (or mine) design optimizations have not yet been undertaken, and the actual mineral reserves may be significantly lower than expected. You should not rely on the technical reports, preliminary economic assessments or feasibility studies, if and when completed and published, as indications that we will have successful commercial operations in the future. Even if we prove reserves on our property, we cannot guarantee that we will be able to develop and market them, or that such production will be profitable.

The estimation of mineral reserves is not an exact science and depends upon a number of subjective factors. Any measured, indicated and inferred resource figures presented in this prospectus are estimates from the written reports of technical personnel and mining consultants who were contracted to assess the mining prospects. Resource estimates are a function of geological and engineering analyses that require us to forecast production costs, recoveries, and metals prices. The accuracy of such estimates depends on the quality of available data and of engineering and geological interpretation, judgment, and experience. Estimated inferred mineral resources may not be upgraded to indicated or measured or to probable or proved reserves, and any reserves may not be realized in actual production and our operating results may be negatively affected by inaccurate estimates.

Our Estelle Gold Project only has estimated measured, indicated and inferred resources identified, there are no known reserves, on our property. There is no assurance that we can establish the existence of any mineral reserve on our property in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from this property and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral reserve in a commercially exploitable quantity, the exploration component of our business could fail.

We have not established that our mineral property contains any mineral reserve according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A mineral reserve is defined by the SEC in its S-K 1300 as that part of a mineral deposit, which could be economically and legally extracted or produced at the time of the reserve determination. There is a probability that our mineral property does not contain any “reserves” and any funds that we spend on exploration could be lost. Even if we do eventually discover mineral reserves on our property, there can be no assurance that it can be developed into producing mines and extract those minerals. Both mineral exploration and development involve a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit unprofitable.

We have no history of producing metals from our current mineral property and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.

We have no history of producing metals from our current mineral property. We do not produce gold and do not currently generate operating earnings. While we seek to move our projects into production, such efforts will be subject to all of the risks associated with establishing new mining operations and business enterprises, including:

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● the timing and cost, which are considerable, of the construction of mining and processing facilities;

● the ability to find sufficient gold reserves to support a profitable mining operation;

● the availability and costs of skilled labor and mining equipment;

● compliance with environmental and other governmental approval and permit requirements;

● the availability of funds to finance construction and development activities;

● potential opposition from non-governmental organizations, environmental groups, local groups or local inhabitants that may delay or prevent development activities; and

● potential increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies.

The costs, timing and complexities of mine construction and development may be increased by the remote location of our property. It is common in new mining operations to experience unexpected problems and delays during construction, development and mine start-up. In addition, our management will need to be expanded. This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, we cannot assure you that our activities will result in profitable mining operations or that we will successfully establish mining operations.

Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.

As we have not completed feasibility studies on any of our properties and have not commenced actual production, mineralization resource estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by our feasibility studies and drill results. Minerals recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or in production scale.

The resource estimates that are contained in this prospectus or that we may calculate in the future will have been determined based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Any material reductions in estimates of mineralization, or of our ability to extract this mineralization, could have a material adverse effect on our share price and the value of our property.

The profitability of our operations, and the cash flows generated by our operations, are affected by changes in the market price for gold which in the past has fluctuated widely.

Substantially all of our revenues and cash flows will come from the sale of gold if we enter into the production stage. Historically, the market price for gold has fluctuated widely and has been affected by numerous factors over which we have no control, including:

● the demand for gold for industrial uses and for use in jewelry;

● international or regional political and economic trends;

● the strength of the US dollar, the currency in which gold prices generally are quoted, and of other currencies;

● financial market expectations regarding the rate of inflation;

● interest rates;

● speculative activities;

● actual or expected purchases and sales of gold bullion holdings by central banks or other large gold bullion holders or dealers;

● hedging activities by gold producers; and

● the production and cost levels for gold in major gold-producing nations.

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In addition, the current demand for, and supply of, gold affects the price of gold, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. Historically, gold has tended to retain its value in relative terms against basic goods in times of inflation and monetary crisis. As a result, central banks, financial institutions, and individuals hold large amounts of gold as a store of value, and production in any given year constitutes a very small portion of the total potential supply of gold. Since the potential supply of gold is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or its price.

If gold prices should fall below and remain below our cost of production for any sustained period, we may experience losses and may be forced to curtail or suspend some or all of our gold mining operations. In addition, we would also have to assess the economic impact of low gold prices on our ability to recover any losses we may incur during that period and on our ability to maintain adequate reserves.

Our success depends on the exploration development and operation of the Estelle Gold Project, an exploration stage project.

At present, our only mineral property is the interest that we hold in the Estelle Gold Project, which is in the exploration stage. Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property and our future success will be largely driven by our ability to explore and develop the Estelle Gold Project successfully, including the results of such exploration and development efforts. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further exploration or development of the Estelle Gold Project may have a material adverse effect on our financial condition and results of operations.

We do not operate any mines and the development of our mineral project into a mine is highly speculative in nature, may be unsuccessful and may never result in the development of an operating mine.

The Estelle Gold Project is at the exploration stage and is without identified mineral reserves. We do not have any interest in any mining operations or mines in development.

Mineral exploration and mine development are highly speculative in nature, involve many uncertainties and risks and are frequently unsuccessful. Mineral exploration is performed to demonstrate the dimensions, position and mineral characteristics of mineral deposits, estimate mineral resources, assess amenability of the deposit to mining and processing scenarios and estimate potential deposit size. Once mineralization is discovered, it may take a number of years from the initial exploration phases before mineral development and production is possible, during which time the potential feasibility of the project may change adversely.

Mineralization may not be economic to mine. A significant number of years, several studies, and substantial expenditures are typically required to establish economic mineralization in the form of proven mineral reserves and Probable Mineral Reserves, to determine processes to extract the metals and, if required, to construct mining, processing, and tailing facilities and obtain the rights to the land and the resources (including capital) required to develop the mining operation.

In addition, if we discover mineralization that becomes a mineral reserve, it will take several years to a decade or more from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, we may not be able to successfully develop a commercially viable producing mine.

In addition, whether developing a producing mine is economically feasible will depend upon numerous additional factors, most of which are beyond our control, including the availability and cost of required development capital and labor, movement in the price of commodities, securing and maintaining title to mineral and other property rights as well as obtaining all necessary consents, permits and approvals for the development of the mine. The economic feasibility of development projects is based upon many factors, including the accuracy of mineral resource and mineral reserve estimates; metallurgical recoveries; capital and operating costs; government regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting and environmental protection; and metal prices, which are highly volatile. Development projects are also subject to the successful completion of feasibility studies, issuance of necessary governmental permits and availability of adequate financing. Any of these factors may result in us being unable to successfully develop a commercially viable operating mine.

Resource exploration and development is a high risk, speculative business.

While the discovery of an ore body may result in substantial rewards, few mineral properties which are explored are ultimately developed into producing mines. Most exploration projects do not result in the discovery of commercially mineable deposits. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity or quality to return a profit from production. The marketability of minerals acquired or discovered by us may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection, the combination of which factors may result in our not receiving an adequate return of investment capital.

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There is no assurance that our mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of our operations will in part be directly related to the costs and success of our exploration programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

Additionally, significant capital investment is required to discover commercial ore and to commercialize production from successful exploration effort and maintain mineral concessions and other rights through payment of applicable taxes, advance royalties and other fees. The commercial viability of a mineral deposit is dependent on a number of factors, including, among others: (i) deposit attributes such as size, grade and proximity to infrastructure; (ii) current and future metal prices; and (iii) governmental regulations, including those relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and necessary supplies and environmental protection. The complete impact of these factors, either alone or in combination, cannot be entirely predicted and their impact may result in our not achieving an adequate return on invested capital.

There is no certainty that the expenditures made by us towards the search for and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.

Mineral resource estimates are based on interpretation and assumptions and could be inaccurate or yield less mineral production under actual conditions than is currently estimated. Any material changes in these estimates could affect the economic viability of the Estelle Gold Project, our financial condition and ability to be profitable.

The estimates for mineral resources contained herein are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved. There are numerous uncertainties inherent in estimating mineral resources, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. In addition, there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production, if any. If our actual mineral resources are less than current estimates or if we fail to develop our mineral resource base through the realization of identified mineralized potential, our results of operations or financial condition may be materially and adversely affected. Evaluation of mineral resources occurs from time to time, and they may change depending on further geological interpretation, drilling results and metal prices. The category of inferred mineral resource is often the least reliable mineral resource category and is subject to the most variability. We regularly evaluate our mineral resources and consider the merits of increasing the reliability of its overall mineral resources.

We may not be able to obtain all required permits and licenses to place any of our properties into future production.

We may not be able to obtain all required permits and licenses to place any of our properties into production. Our future operations may require permits from various governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labor standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. There can be no guarantee that we will be able to obtain all necessary licenses, permits and approvals that may be required to undertake exploration activity or commence construction or operation of mine facilities at the Estelle Gold Project. Additionally, there can be no assurance that all permits and licenses we may require for future exploration or possible future development will be obtainable at all or on reasonable terms.

Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment. Although we believe that our exploration activities are currently carried out in accordance with all of the applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail the production or development of the Estelle Gold Project. Amendments to current laws and regulations governing our operations and activities or a more stringent implementation thereof could have a material adverse effect on our business, financial condition and results of operations.

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Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, the installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of mining activities and may be subject to civil or criminal fines or penalties for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or a more stringent implementation thereof, could have a material adverse impact on us and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

We may to fail to adhere to annual claims renewal and rents submissions

We need to adhere to annual claims renewal and rents as per AS 27.10.160. Affidavit of Labor or Improvements. Within 90 days after September 1 of each year the owner of a mining claim, or some other person having knowledge of the facts, shall make and record with the recorder for the district in which the claim is located an affidavit showing the performance of labor or the making of improvements.

We have negative cash flows from operating activities.

We had negative cash flow from operating activities in the period from our incorporation until the date of this prospectus. We expect that we will use a portion of the proceeds of this offering to fund anticipated negative cash flow from operating activities in future periods. Given that we have no operating revenues, and do not anticipate generating operating revenues for the foreseeable future, we expect that expenditures to fund operating activities will be provided by financings. There is no assurance that future financings can be completed on acceptable terms or at all, and our failure to raise capital when needed could limit our ability to continue our operations in the future.

We have no history of earnings or mineral production, and there are currently no known commercial quantities of mineral reserves on the Estelle Gold Project.

We have no history of earnings or mineral production and may never engage in mineral production. There are currently no known commercial quantities of mineral reserves on the Estelle Gold Project. Development of the Estelle Gold Project and any other projects we may acquire in the future will only follow upon obtaining satisfactory results of further exploration work and geological and other studies. Exploration and the development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed into producing properties. There is no assurance that our exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of our operations will be in part directly related to the cost and success of our exploration programs, which may be affected by a number of factors. Even if commercial quantities of minerals are discovered, the Estelle Gold Project may not be brought into a state of commercial production. The commercial viability of a mineral deposit once discovered is also dependent on various factors, including particulars of the deposit itself, proximity to infrastructure, metal prices, and availability of power and water to permit development.

Further, we are subject to many risks common to mineral exploration companies, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance we will be successful in achieving a return on stockholder’s investment and the likelihood of success must be considered in light of its early-stage operations.

We will require additional financing to fund exploration and, if warranted, development and production. Failure to obtain additional financing could have a material adverse effect on our financial condition and results of operation and could cast uncertainty on our ability to continue our operations in the future.

We have no history of earnings, and, due to the nature of our business, there can be no assurance that we will be profitable. We have paid no dividends on our ordinary shares, ADSs or any of our other securities since incorporation and do not anticipate doing so in the foreseeable future. at all.

Even if the results of exploration are encouraging, we may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially minable deposit exists on any portion of the Estelle Gold Project. While we may generate additional working capital through further equity offerings, there is no assurance that any such funds will be available on acceptable terms, or at all. If available, future equity financing may result in substantial dilution to stockholders. At present it is impossible to determine what amounts of additional funds, if any, may be required.

The development of the Estelle Gold Project or any other projects we may acquire in the future into an operating mine will be subject to all of the risks associated with establishing and operating new mining operations.

If the development of the Estelle Gold Project or any other projects we may acquire in the future is found to be economically feasible and we seek to develop an operating mine, the development of such a mine will require obtaining permits and financing the construction and operation of the mine itself, processing plants and related infrastructure. As a result, we will be subject to certain risks associated with establishing new mining operations, including:

● uncertainties in timing and costs, which can be highly variable and considerable in amount, of the construction of mining and processing facilities and related infrastructure;

● we may find that skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical reagents, water, power, equipment parts and lubricants are unavailable or available at costs that are higher than we anticipated;

● we will need to obtain necessary environmental and other governmental approvals and permits and the receipt of those approvals and permits may be delayed or extended beyond what we anticipated, or that the approvals and permits may contain conditions and terms that materially impact our ability to operate a mine;

● we may not be able to obtain the financing necessary to finance construction and development activities or such financing may be on terms and conditions costlier than anticipated, which may make mine development activities uneconomic;

● we may suffer industrial accidents as part of building or operating a mine that may subject us to significant liabilities;

● we may suffer mine failures, shaft failures or equipment failures which delay, hinder or halt mine development activities or mining operations;

● our mining projects may suffer from adverse natural phenomena such as inclement weather conditions, floods, droughts, rockslides and seismic activity;

● we may discover unusual or unexpected geological and metallurgical conditions that could cause us to have to revise or modify mine plans and operations in a materially adverse manner; and

● the development or operation of our mines may become subject to opposition from nongovernmental organizations, environmental groups or local groups, which may delay, prevent, hinder or stop development activities or operations.

In addition, we may find that the costs, timing and complexities of developing the Estelle Gold Project or any other future projects to be greater than we anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. Accordingly, our activities may not result in profitable mining operations at our mineral properties.

Our growth strategy and future exploration and development efforts may be unsuccessful.

In order to grow our business and pursue our long-term growth strategy, we may seek to acquire additional mineral interests or merge with or invest in new companies or opportunities. A failure to make acquisitions or investments may limit our growth. In pursuing acquisition and investment opportunities, we face competition from other companies having similar growth and investment strategies, many of which may have substantially greater resources than us. Competition for these acquisitions or investment targets could result in increased acquisition or investment prices, higher risks and a diminished pool of businesses, services or products available for acquisition or investment. Additionally, if we lose or abandon our interest in any of our mineral projects, there is no assurance that we will be able to acquire another mineral property of merit or that such an acquisition would be approved by applicable regulators.

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We may issue additional ADSs representing ordinary shares or ordinary shares, from time to time for various reasons, resulting in the potential for significant dilution to existing stockholders.

We may issue additional ADSs representing ordinary shares or ordinary shares, from time to time, for various reasons, including, but not limited to, for the purposes of raising capital (including to fund exploration and development work) or acquiring additional interests. We may also issue additional ADSs or ordinary shares pursuant to equity incentive plans from time to time. These further issuances of our ADSs or ordinary shares may have a depressive effect on the price of our ADSs and ordinary shares and will dilute the voting power of our existing stockholders and the potential value of each ADS or ordinary share.

We may face pressure to demonstrate that, in addition to seeking to generate returns for its stockholders, other stakeholders benefit from our activities.

Natural resources companies face increasing public scrutiny of their activities. We may face pressure to demonstrate that, in addition to seeking to generate returns for its stockholders, other stakeholders benefit from our activities, including local governments and the communities surrounding or nearby its properties. The potential consequences of these pressures include reputational damages, lawsuits, increasing social investment obligations and pressure to increase taxes, future royalties or other contributions to local governments and surrounding communities. These pressures may also impair our ability to successfully obtain permits and approvals required for our operations.

Our mineral exploration activities are subject to extensive laws and regulations governing prospecting, exploration, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, waste disposal, water use, land claims of local people, protection of historic and archaeological sites, mine development, protection of endangered and protected species and other matters.

Government and community/stakeholder approvals may be required in connection with our operations. To the extent such approvals are required and not obtained, we may be curtailed or prohibited from continuing our exploration or mining operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Our mineral exploration activities may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase royalties payable or the costs related to our activities or maintaining the Estelle Gold Project. Operations may also be affected in varying degrees by government regulations with respect to restrictions on production, price controls, government-imposed royalties, claim fees, export controls, income taxes, and expropriation of property, environmental legislation and mine safety. The effect of these factors cannot be accurately predicted.

Legislation has been proposed that would significantly affect the mining industry and our business.

In recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the Federal Resource Conservation and Recovery Act (the “U.S. General Mining Law”). If adopted, such legislation, among other things, could eliminate or greatly limit the right to a mineral patent, impose federal royalties on mineral production from unpatented mining claims located on U.S. federal lands, result in the denial of permits to mine after the expenditure of significant funds for exploration and development, reduce estimates of mineral reserves and reduce the amount of future exploration and development activity on U.S. federal lands, all of which could have a material and adverse effect on our ability to operate and its cash flow, results of operations and financial condition.

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Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

Our activities are subject to environmental regulations in the jurisdiction in which we operate. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner involving stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays, cause material changes or delays in our current and planned operations and future activities and reduce the profitability of operations. It is possible that future changes in these laws or regulations could have a significant adverse impact on the Estelle Gold Project or some portion of our business, causing us to re-evaluate those activities at that time.

Examples of current U.S. federal laws which may affect our current operations and may impact future business and operations include, but are not limited to, the following:

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The U.S. General Mining Law, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act (“CAA”) restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the regulations.

The National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The U.S. Environmental Protection Agency (“EPA”), other federal agencies, and any interested third parties will review and comment on the scoping of the EIS and the adequacy of and findings set forth in the draft and final EIS. We are required to undertake the NEPA process for the Estelle Gold Project permitting. The NEPA process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project or the ability to construct or operate the Estelle Gold Project or other properties and may make them entirely uneconomic.

The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

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We may be unsuccessful in obtaining necessary permits to explore, develop or mine the Estelle Gold Project in a timely manner or at all.

Exploration, development and mining activities will require certain permits and other governmental approvals. We may be unsuccessful in obtaining such permits and approvals on a timely basis, or on favorable terms or at all.

The State of Alaska requires that an Application for Permit to Mine in Alaska (“APMA”) be submitted to obtain permits for all exploration, mining, or transportation of equipment and maintaining a camp. These permits are reviewed by related state and federal agencies that can comment on and require specific changes to proposed work plans to minimize impacts on the environment. The project currently holds the following authorizations and permits under the Alaska Permit for Mining Activities (APMA) system which are valid through 2027:

● Miscellaneous Land use Permit #3042, which authorizes hard rock exploration activities on the project site. This permit is issued by the Alaska Department of Natural Resources , Division of Mining, Land & Water, Mining Section.

● Temporary Water Use Authorization, which authorizes water removal from surface waterbodies for exploration activities. This authorization is issued by Alaska Department of Natural Resources , Division of Mining, Land & Water, Water Section and the Habitat Section of the Alaska Department of Fish and Game.

● Fish Habitat Permit (and/or fish Passage Permit, which authorizes activities in fish-bearing waters, primarily for water withdrawal structures. This authorization is issued by the Habitat Section   of the Alaska Department of Fish and Game.

● Camp Permit, which authorizes the exploration camp. This permit is issued by the Alaska Department of Natural Resources , Division of Mining, Land & Water, Mining Section.

Any failure to obtain permits and other governmental approvals could delay or prevent us from completing contemplated activities as planned which could negatively impact our financial condition and results of operations.

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.

Our activities related to the exploration and development of the Estelle Gold Project and any other projects we may acquire in the future are subject to hazards and risks inherent in the mining industry. These risks, include, but are not limited to, rock falls, rock bursts, collapses, seismic activity, flooding, environmental pollution, mechanical equipment failure, facility performance issues, and periodic disruption due to inclement or hazardous weather conditions. Such risks could result in personal injury or fatality, damage to equipment or infrastructure, environmental damage, delays, suspensions or permanent cessation of activities, monetary losses and possible legal liability.

Our mining, processing, development and exploration activities depend on adequate infrastructure. Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage and government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

The validity of our title to the Estelle Gold Project and future mineral properties may be disputed by others claiming title to all or part of such properties.

The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to, and the area of, mineral concessions may be disputed. Although we believe we have taken reasonable measures to ensure proper title to our interests in our properties, there is no guarantee that title to any such properties will not be challenged or impaired. Third parties may have valid claims underlying portions of our interests, including prior unregistered liens, agreements, transfers or claims and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate on such properties as permitted or to enforce its rights with respect to such properties.

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We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest.

We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest. Related parties may have interests in such transactions that do not align with the interests of our security holders. There can be no assurance that we may have been able to achieve more favorable terms, including as to value and other key terms, if such transaction had not been with a related party.

We may in the future enter into transactions with entities in which our board of directors and other related parties hold ownership interests. Material transactions with related parties after this offering, if any, will be reviewed and approved by our audit committee, which is comprised solely of independent directors. Nevertheless, there can be no assurance that any such transactions will result in terms that are more favorable to us than if such transactions are not entered into with related parties. Furthermore, we may achieve more favorable terms if such transactions had not been entered into with related parties and, in such case, these transactions, individually or in the aggregate, may have an adverse effect on our business, financial position and results of operations.

We face various risks related to health epidemics, pandemics or other health crises, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

An outbreak of epidemics, pandemics or other health crises, such as COVID-19 and the subsequent response by government and private actors to such health crises could result in a materially adverse effect on our business, operations and financial condition. As at the date of the date hereof, the COVID-19 pandemic and efforts to control its spread is no longer a global threat. Emergency measures imposed by governments on businesses and individuals, including quarantines, travel restrictions, social-distancing, closures of non-essential businesses and shelter-in-place orders, among other measures, have impacted and may further impact our workforce and operations.

The health epidemics such as the recently passed COVID-19 pandemic may lead to risks to employee health and safety and may result in a slowdown or temporary suspension of any exploration activities at the Estelle Gold Project. Our conduct of exploration and development programs may be impacted or delayed due to limitation on employee mobility, travel restrictions and shelter-in-place orders, which may restrict or prevent our ability to access its mineral properties. Any such limitations, restrictions and orders may have a material adverse effect upon ongoing exploration programs at our mineral properties and, ultimately, on our business and financial condition.

While these effects are expected to be temporary, the duration of the disruptions to business internationally and the related financial impact cannot be estimated with any degree of certainty at this time. The COVID-19 pandemic continues to rapidly evolve and the extent to which it may impact our business, financial condition and results of operations, as well as our plans relating to exploration expenditures and other discretionary items, will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

The outbreak of COVID-19 has caused, and may cause further, disruptions to our business and operational plans. Such disruptions may result from: (i) restrictions that governments and communities impose to address the COVID-19 outbreak; (ii) restrictions that we and our contractors and subcontractors impose to ensure the safety of employees and others; (iii) shortages of employees and/or unavailability of contractors and subcontractors; and/or (iv) interruption of supplies from third parties upon which the Company relies. Further, it is presently not possible to predict the extent or durations of these disruptions. These disruptions may have a material adverse effect on our business, financial condition and results of operations, which could be rapid and unexpected.

Increasing attention to ESG matters and conservation measures may adversely impact our business.

Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts and investor and societal expectations regarding voluntary ESG disclosures may result in increased costs and reduced access to capital. While we may announce various voluntary ESG targets in the future, such targets are aspirational. Also, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including, but not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Unfavorable ESG ratings could lead to increased negative investor sentiment toward us and could impact our access to and costs of capital. Additionally, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business. Increased focus by stakeholders, regulators and others on ESG related matters may result in increased permitting requirements and delays in the future. Additionally, we may become subject to misinformation campaigns related to ESG and other matters which may require substantial management time and expense to address and could negatively impact community sentiment regarding the applicable project or delay expected development timelines.

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We rely on third-party contractors.

As we continue with the exploration and advancement of the Estelle Gold Project and any other projects we may acquire in the future, timely and cost-effective completion of work will depend largely on the performance of our contractors. If any of these contractors or consultants do not perform to accepted or expected standards, we may be required to hire different contractors to complete tasks, which may impact schedules and add costs to the Estelle Gold Project and any other projects we may acquire in the future, and in some cases, lead to significant risks and losses. A major contractor default or the failure to properly manage contractor performance could have an adverse effect on our results.

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.

Our operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in IT system failures, delays and/or increase in capital expenses. The failure of IT systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the precious metals mining industry, are impacted by volatile market conditions. Global financial conditions remain subject to sudden and rapid destabilization in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of financial markets, interest rates and tax rates may adversely affect our growth and financial condition. Any sudden or rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on favorable terms or at all. In such an event, our operations and financial condition could be adversely affected.

The volatility in gold and other commodity prices may adversely affect any future operations and, if warranted, our ability to develop our properties.

We are exposed to commodity price risk. The price of gold or other commodities fluctuates widely and may be affected by numerous factors beyond our control, including, but not limited to, the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, global and regional supply and demand, and political and economic climates and conditions of major mineral-producing countries around the world.

Declines in the market price of gold, base metals and other minerals may adversely affect our ability to raise capital or attract joint venture partners in order to fund our ongoing operations and meet obligations under option and other agreements underlying our mineral interests. Commodity price declines could also reduce the amount we would receive on the disposition of the Estelle Gold Project to a third party. In addition, the decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the price of gold may prevent a property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.

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The mining industry is intensely competitive in all of its phases, and we compete with many companies possessing greater financial and technical resources.

The mining industry is intensely competitive in all of its phases, and we compete with many companies possessing greater financial and technical resources. Competition in the precious metals mining industry is primarily for: (i) mineral rich properties that can be developed and produced economically; (ii) technical expertise to find, develop, and operate such properties; (iii) labor to operate the properties; and capital for the purpose of funding such properties. Many competitors not only explore for and mine precious metals but conduct refining and marketing operations on a global basis. Such competition may result in being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop mining properties. Existing or future competition in the mining industry could materially adversely affect our prospects for mineral exploration and success in the future.

We may be adversely affected by the effects of inflation.

Although inflation in the United States has been relatively low in recent years, it rose significantly beginning in the second half of 2021. This is primarily believed to be the result of the economic impact from global armed conflict and the COVID-19 pandemic, including the effects of global supply chain disruptions, strong economic recovery and associated widespread demands for goods and government stimulus packages, among other factors. 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. Our ability to conduct exploration of the Estelle Gold 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 us 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. If we are unable to take effective measures in a timely manner to mitigate the impact of the inflation, the scope of our exploration of the Estelle Gold Project may decrease and our business, financial condition, and results of operations could be adversely affected.

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.

United States and other global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. In addition, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds.

Any of the above-mentioned factors could affect our business, prospects, financial condition, and operating results. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this prospectus. If we fail to maintain effective internal controls over financial reporting, the price of securities may be adversely affected.

If we fail to maintain effective internal controls over financial reporting, the price of securities may be adversely affected.

We may fail to maintain the adequacy of our internal controls over financial reporting as such standards are modified, supplemented or amended from time to time, and we cannot ensure that we will conclude on an ongoing basis that it has effective internal controls over financial reporting. Our failure to satisfy the requirements of applicable legislation on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm our business and negatively impact the trading price and market value of its shares or other securities. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause it to fail to meet its reporting obligations.

We may fail to maintain the adequacy of its disclosure controls. Disclosure controls and procedures are designed to ensure that the information required to be disclosed by us in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

No evaluation can provide complete assurance that our financial and disclosure controls will detect or uncover all failures of persons within the company to disclose material information otherwise required to be reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The effectiveness of our controls and procedures could also be limited by simple errors or faulty judgements.

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Our results of operations could be affected by currency fluctuations.

We maintain accounts in currencies including the United States dollars and Australian dollars. While this offering is being conducted in United States dollars, we conduct our business using both the aforementioned currencies depending on the location of the operations in question and the payment obligations involved. Accordingly, the results of our operations are subject to currency exchange risks. To date, we have not engaged in any formal hedging program to mitigate these risks. The fluctuations in currency exchange rates may significantly impact our financial position and results of operations in the future.

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.

Our success is or will be dependent on a relatively small number of key management personnel, employees and consultants. Such skills and knowledge include the areas of permitting, geology, drilling, metallurgy, logistical planning, engineering and implementation of exploration programs, as well as finance and accounting. The loss of the services of one or more of such key management personnel could have a material adverse effect on our business. Our ability to manage our exploration and future development activities, and hence our success, will depend in large part on the efforts of these individuals. We face intense competition for qualified personnel, and there can be no assurance that we will be able to attract and retain such personnel.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

From time to time, we may be party to various claims and litigation proceedings. All industries, including the mining industry, are subject to legal claims, with and without merit. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which we may become subject could have a material effect on our financial position, results of operations or our mining, project development operations and may divert our management’s attention.

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.

Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict.

We expect that any decision made by any of such directors and officers involving our business will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the company and our stockholders, but there can be no assurance in this regard.

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.

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including rock bursts, cave-ins, fires, flooding and earthquakes may occur. Such occurrences could result in damage to mineral properties or facilities thereon, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although we maintain insurance to protect against certain risks in such amounts as we consider being reasonable, our insurance will not cover all of the potential risks associated with our operations. We may also be unable to maintain insurance to cover certain risks at economically feasible premiums. In addition, insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of our securities.

Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. As a result, we may become subject to liability for pollution or other hazards that may not be insured against. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

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Capital and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate.

Capital and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate. Capital and operating costs are estimated based on the interpretation of geological data, feasibility studies, anticipated climatic conditions and other factors. Any of the following events, among the other events and uncertainties described herein, could affect the ultimate accuracy of such estimates: (i) unanticipated changes in grade and tonnage of ore to be mined and processed; (ii) incorrect data on which engineering assumptions are made; (iii) delay in construction schedules and unanticipated transportation costs; (iv) the accuracy of major equipment and construction cost estimates; (v) labor negotiations; (vi) changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas on exportation of minerals); and (vii) title claims.

Joint ventures and other partnerships may expose us to risks.

We may enter into joint ventures or partnership arrangements with other parties in relation to the exploration, development and production of the property in which we have an interest. Joint ventures can often require unanimous approval of the parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered capital, merger, division, dissolution, amendments of constating documents, and the pledge of joint venture assets, which means that each joint venture party may have a veto right with respect to such decisions which could lead to a deadlock in the operations of the joint venture. Further, we may be unable to exert control over strategic decisions made in respect of such properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or the property and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of the ADSs.

Failure to comply with federal, state and/or local laws and regulations could adversely affect our business.

Our mining operations are subject to various laws and regulations governing exploration, development, production, taxes, labor standards and occupational health, mine safety, protection of endangered and protected species, toxic substances and explosives use, reclamation, exports, price controls, waste disposal and use, water use, forestry, land claims of local people, and other matters. This includes periodic review and inspection of our property that may be conducted by applicable regulatory authorities.

Although the exploration activities on our property have been and, we expect, will continue to be carried out in accordance with all applicable laws and regulations, there is no guarantee that new laws and regulations will not be enacted or that existing laws and regulations will not be applied in a way which could limit or curtail exploration or in the future, production. New laws and regulations or amendments to current laws and regulations governing the operations and activities of mining or more stringent implementation of existing laws and regulations could have a material adverse effect on us and cause increases in capital expenditures costs, or reduction in levels of exploration, development and/or production.

Failure to comply with applicable laws and regulations, even if inadvertent, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. We may also be required to reimburse any parties affected by loss or damage caused by our mining activities and may have civil or criminal fines and/or penalties imposed against us for infringement of applicable laws or regulations.

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We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns.

We may seek to expand through future acquisitions of either companies or properties, however, there can be no assurance that we will locate attractive acquisition candidates, or that we will be able to acquire such candidates on economically acceptable terms, if at all, or that we will not be restricted from completing acquisitions pursuant to contractual arrangements. Future acquisitions may require us to expend significant amounts of cash, resulting in our inability to use these funds for other business or may involve significant issuances of equity. Future acquisitions may also require substantial management time commitments, and the negotiation of potential acquisitions and the integration of acquired operations could disrupt our business by diverting management and employees’ attention away from day-to-day operations. The difficulties of integration may be increased by the necessity of coordinating geographically diverse organizations, integrating personnel with disparate backgrounds and combining different corporate cultures.

Any future acquisition involves potential risks, including, among other things: (i) mistaken assumptions and incorrect expectations about mineral properties, mineral resources and costs; (ii) an inability to successfully integrate any operation our company acquires; (iii) an inability to recruit, hire, train or retain qualified personnel to manage and operate the operations acquired; (iv) the assumption of unknown liabilities; (v) limitations on rights to indemnity from the seller; (vi) mistaken assumptions about the overall cost of equity or debt; (vii) unforeseen difficulties operating acquired projects, which may be in geographic areas new to us; and (viii) the loss of key employees and/or key relationships at the acquired project.

At times, future acquisition candidates may have liabilities or adverse operating issues that we may fail to discover through due diligence prior to the acquisition. If we consummate any future acquisitions with unanticipated liabilities or that fails to meet expectations, our business, results of operations, cash flows or financial condition may be materially adversely affected. The potential impairment or complete write-off of goodwill and other intangible assets related to any such acquisition may reduce our overall earnings and could negatively affect our balance sheet.

We currently report our financial results under IFRS, which differs in certain significant respect from U.S. generally accepted accounting principles.

We report our financial statements under IFRS. There have been and there may in the future be certain significant differences between IFRS and U.S. GAAP, including differences related to revenue recognition, intangible assets, share-based compensation expense, income tax and earnings per share. As a result, our financial information and reported earnings for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we do not intend to provide a reconciliation between IFRS and U.S. GAAP unless it is required under applicable law. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those companies that prepare financial statements under U.S. GAAP.

The obligations associated with being a U.S. public company will require significant resources and management attention, and we will incur increased costs as a result of becoming a U.S. public company.

As a public company in both Australia and the U.S., we will face increased legal, accounting, administrative and other costs and expenses that we have not incurred previously, and we expect to incur additional costs related to operating as a U.S. public company. As a U.S. public company, we will be required to, among other things:

● prepare and file annual and other reports in compliance with the federal securities laws;

● expand the roles and duties of our board of directors and committees thereof and management;

● institute more comprehensive financial reporting and disclosure compliance procedures;

● involve and retain, to a greater degree, outside counsel and accountants to assist us with the activities listed above;

● build and maintain an investor relations function; and

● comply with the initial listing and maintenance requirements of the Nasdaq Capital Market.

We also expect that being able to offer securities to the U.S. public will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These increased costs may require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

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There can be no guarantee that our interests in our property are free from any title defects.

We have taken all reasonable steps to ensure that we have proper title to our property. However, there can be no guarantee that our interests in our property are free from any title defects, as title to mineral rights involves certain intrinsic risks due to the potential problems arising from the unclear conveyance history characteristic of many mining projects. There is also the risk that material contracts between us and relevant government authorities will be substantially modified to the detriment of us or be revoked. There can be no assurance that our rights and title interests will not be challenged or impugned by third parties.

Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies.

Our exploration programs are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies. If we are unable to obtain the requisite critical supplies in time and at commercially acceptable prices or if there are significant disruptions in the supply of electricity, water or other inputs to our mining sites, our business performance and results of operations may experience material adverse effects.

Land reclamation requirements may be burdensome.

Land reclamation requirements are generally imposed on companies with mining operations or mineral exploration companies in order to minimize long term effects of land disturbance. Reclamation may include requirements to control dispersion of potentially deleterious effluents or reasonably re-establish pre-disturbance landforms and vegetation. In order to carry out reclamation obligations imposed on us in connection with exploration, potential development and production activities, we must allocate financial resources that might otherwise be spent on exploration and development programs. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

Risks Related to this Offering and Ownership of the ADSs

There has been no prior market for our ADSs and an active and liquid market for our ADSs may fail to develop, which could harm the market price of our ADSs.

While our ordinary shares are listed on the ASX under the symbol “NVA” and quoted on the OTCQB market under the symbol “NVAAF” and Frankfurt Stock Exchange under the symbol “QM3” prior to this offering, there has been no public market on a U.S. national securities exchange for our ADSs or ordinary shares. We plan to apply to list our ADSs on the Nasdaq Capital Market under the symbol “           ”. There is no guarantee that Nasdaq Capital Market, or any other exchange or quotation system, will permit our ADSs to be listed and traded. The closing of this offering is contingent upon the successful listing of our ADSs on the Nasdaq Capital Market.

Even if our ADSs are approved for listing on the Nasdaq Capital Market, a liquid public market for our ADSs may not develop. The initial public offering price for our ADSs has been determined by negotiation between us and the underwriters based upon several factors, including current market prices for our ordinary shares on the ASX, prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies. The price at which the ADSs are traded after this offering may decline below the initial public offering price, meaning that you may experience a decrease in the value of your ADSs regardless of our operating performance or prospects.

The market price of our ADSs may fluctuate, and you could lose all or part of your investment.

After this offering, the market price for our ADSs is likely to be volatile, in part because our shares have not been traded on a U.S. national securities exchange. In addition, the market price of our ADSs may fluctuate significantly in response to several factors, most of which we cannot control, including:

● actual or anticipated variations in our operating results;

● increases in market interest rates that lead investors of our ADSs to demand a higher investment return;

● changes in earnings estimates;

● changes in market valuations of similar companies;

● current market prices for our ordinary shares on the ASX;

● actions or announcements by our competitors;

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● adverse market reaction to any increased indebtedness we may incur in the future;

● additions or departures of key personnel;

● actions by shareholders;

● speculation in the media, online forums, or investment community; and

● our intentions and ability to list our ADSs on the Nasdaq Capital Market and our subsequent ability to maintain such listing.

The public offering price of our ADSs has been determined by negotiations between us and the underwriters based upon many factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our ADSs may prevent investors from being able to sell their ADSs at or above the initial public offering price. As a result, you may suffer a loss on your investment.

We may not be able to satisfy listing requirements of the Nasdaq Capital Market or obtain or maintain a listing of our ADSs.

If our ADSs are listed on the Nasdaq Capital Market, we must meet certain financial and liquidity criteria to maintain such listing. If we violate Nasdaq Capital Market listing requirements, our ADSs may be delisted. If we fail to meet any of Nasdaq Capital Market’s listing standards, our ADSs may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a U.S. national securities exchange outweighs the benefits of such listing. A delisting of our ADSs may materially impair our shareholders’ ability to buy and sell our ADSs and could have an adverse effect on the market price of, and the efficiency of the trading market for, our ADSs. The delisting of our ADSs could significantly impair our ability to raise capital and the value of your investment.

Purchasers of ADSs will not directly hold our ordinary shares.

A holder of ADSs will not be treated as one of our shareholders and will not have direct shareholder rights. Our constitution and Australian law govern our shareholder rights. The depositary, through the custodian or the custodian’s nominee, will be the holder of the ordinary shares underlying ADSs held by purchasers of ADSs in this offering. Purchasers of ADSs in this offering will have ADS holder rights. The deposit agreement among us, the depositary and purchasers of ADSs in this offering, as an ADS holder, and all other persons directly and indirectly holding ADSs, sets out ADS holder rights, as well as the rights and obligations of us and the depositary.

Your right as a holder of ADSs to participate in any future preferential subscription rights offering or to elect to receive dividends in ordinary shares may be limited, which may cause dilution to your holdings.

The deposit agreement provides that the depositary will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act of 1933, as amended (the “Securities Act”) or exempted from registration under the Securities Act. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option available to holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by the ADSs only in accordance with the provisions of the deposit agreement. The deposit agreement provides that, upon receipt of notice of any meeting of holders of our ordinary shares, the depositary will fix a record date for the determination of ADS holders who shall be entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (i) the notice of the meeting or solicitation of consent or proxy sent by us and (ii) a statement as to the manner in which instructions may be given by the holders.

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You may instruct the depositary to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you and will try to vote ordinary shares as you instruct. We cannot guarantee that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares or to withdraw your ordinary shares so that you can vote them yourself. If we do not ask for your instructions, you can still send voting instructions to the depository and the depository may try to carry out those instructions, but it is not required to do so.

You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your right to surrender your ADSs and receive the underlying ordinary shares. Temporary delays in the surrendering of your ADSs and receipt of the underlying ordinary shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares. In addition, you may not be able to surrender your ADSs and receive the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities. See “Description of American Depositary Shares” for more information.

Holders of ADSs are not treated as holders of our ordinary shares.

By participating in this offering, you will become a holder of ADSs with underlying ordinary shares in an Australian public listed company. Holders of ADSs are not treated as holders of our ordinary shares, unless they surrender the ADSs to receive the ordinary shares underlying their ADSs in accordance with the deposit agreement and applicable laws and regulations. The depositary is the holder of the ordinary shares underlying the ADSs. Holders of ADSs therefore do not have any rights as holders of our ordinary shares, other than the rights that they have pursuant to the deposit agreement. See “Description of American Depositary Shares” for more information.

You will experience immediate and substantial dilution as a result of this offering.

As of December 31, 2022, our net tangible book value was approximately US$          , or approximately US$           per ADS (using the ratio of            ordinary shares to one ADS). Since the effective price per share of our ADSs being offered in this offering is substantially higher than the net tangible book value per ADS, you will suffer substantial dilution with respect to the net tangible book value of the ADSs you purchase in this offering. Based on the assumed public offering price of US$ per ADS being sold in this offering, and our net tangible book value per ADS as of December 31, 2022 if you purchase ADS in this offering, you will suffer immediate and substantial dilution of US$           per ADS (or US$           per ADS if the underwriters exercise the over-allotment option in full) with respect to the net tangible book value of the ADSs. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares in this offering.

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

34

Upon the completion of this offering, we will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq Capital Market corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our ADSs.

We are exempted from certain corporate governance requirements of Nasdaq Capital Market by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq Capital Market. As a result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

● have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);

● have a compensation committee and a nominating committee to be comprised solely of “independent directors”; or

● hold an annual meeting of shareholders no later than one year after the end of our fiscal year.

As a result, our shareholders may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Capital Market.

Future issuances of our ADSs or ordinary shares or securities convertible into, or exercisable or exchangeable for, our ordinary shares, or the expiration of lock-up agreements that restrict the issuance of new ADSs or ordinary shares or the trading of outstanding ADSs or ordinary shares, could cause the market price of our ADS to decline and would result in the dilution of your holdings.

Future issuances of our ADSs or ordinary shares or securities convertible into, or exercisable or exchangeable for, our ordinary shares, or the expiration of lock-up agreements that restrict the issuance of new ADSs or ordinary shares or the trading of outstanding ADS or ordinary shares, could cause the market price of our ADSs to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our ADSs. In all events, future issuances of our ADSs or ordinary shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our ADSs. In connection with this offering, we, all of our directors and officers have entered into lock-up agreements with the underwriters, pursuant to which we and they have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of (i) 6 months after the closing of this offering in the case of our company, (ii) 12 months after the date of this prospectus in the case of our directors and officers, and (iii) 6 months after the date of this prospectus in the case of our shareholders, as further described in the section titled “Underwriting.” In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our ordinary shares may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our ADSs.

We are subject to risks associated with currency fluctuations, and changes in foreign currency exchange rates could impact our results of operations.

Our ordinary shares are quoted in Australian dollars on the ASX and the ADSs will be quoted in U.S. dollars. In the past year, the Australian dollar has generally weakened against the U.S. dollar; however, this trend may not continue and may be reversed. As such, any significant change in the value of the Australian dollar may have a negative effect on the value of the ADSs in U.S. dollars. In addition, if the Australian dollar weakens against the U.S. dollar, then, if we decide to convert our Australian dollars into U.S. dollars for any business purpose, appreciation of the U.S. dollar against the Australian dollar would have a negative effect on the U.S. dollar amount available to us. While we engage in limited hedging transactions to manage our foreign exchange risk, these activities may not be effective in limiting or eliminating foreign exchange losses. To the extent that we need to convert U.S. dollars we receive from this offering into Australian dollars for our operations, appreciation of the Australian dollar against the U.S. dollar would have a negative effect on the Australian dollar amount we would receive from the conversion. As a result of such foreign currency fluctuations, it could be more difficult to detect underlying trends in our business and results of operations.

35

U.S. investors may have difficulty enforcing civil liabilities against our company, our directors or members of senior management and the experts named in this prospectus.

Certain members of our senior management and board of directors named in this prospectus are non-residents of the United States, and a substantial portion of the assets of such persons are located outside the United States. As a result, it may be impracticable to serve process on such persons in the United States or to enforce judgments obtained in U.S. courts against them based on civil liability provisions of the securities laws of the United States. Even if you are successful in bringing such an action, there is doubt as to whether Australian courts would enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Australia or elsewhere outside the United States. An award for monetary damages under U.S. securities laws would be considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The enforceability of any judgment in Australia will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The United States and Australia do not currently have a treaty or statute providing for recognition and enforcement of the judgments of the other country (other than arbitration awards) in civil and commercial matters.

As a result, our U.S. public shareholders may have more difficulty in protecting their interests through actions against us, our management or our directors than would shareholders of a corporation incorporated in a jurisdiction in the United States. In addition, as a company incorporated in Australia, under the provisions of the Corporations Act 2001 (Cth), or the Corporations Act, regulate the circumstances in which shareholder derivative actions may be commenced which may be different, and in many ways less permissive, than for companies incorporated in the United States. For more information regarding the relevant laws of Australia, see “Enforceability of Civil Liabilities.”

There is a risk that we will be a passive foreign investment company for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our securities.

In general, a non-U.S. corporation is a passive foreign investment company, or PFIC, for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and certain gains. Cash is a passive asset for these purposes.

Based on the expected composition of our income and assets and the value of our assets, including goodwill, which is based on the expected price of the ADSs in this offering, we do not believe we are a PFIC for our current taxable year. However, the PFIC classification is factual in nature, and generally cannot be determined until the close of the tax year in question. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurances regarding our PFIC status for our current taxable year or any future taxable year.

If we were a PFIC for any taxable year during which a U.S. investor holds ADSs, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Material United States Income Tax and Australian Income Tax Considerations—U.S. Federal Income Taxation Considerations—Passive Foreign Investment Company Consequences” for additional information.

36

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

● our goals and strategies;

● expectations regarding revenue, expenses and operations;

● our having sufficient working capital and be able to secure additional funding necessary for the continued exploration of our property interests;

● expectations regarding the potential mineralization, geological merit and economic feasibility of our property;

● expectations regarding exploration results at our property;

● mineral exploration and exploration program cost estimates;

● expectations regarding any environmental issues that may affect planned or future exploration programs and the potential impact of complying with existing and proposed environmental laws and regulations;

● receipt and timing of exploration permits and other third-party approvals;

● government regulation of mineral exploration and development operations;

● expectations regarding any social or local community issues that may affected planned or future exploration and development programs; and

● key personnel continuing their employment with us.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

This prospectus also contains certain data and information, which we obtained from various government and private publications. Although we believe that the publications and reports are reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Although we will become a public company after this offering and have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise.

37

USE OF PROCEEDS

After deducting the estimated underwriters’ commissions and offering expenses payable by us, we expect to receive net proceeds of approximately US$           from this offering (or approximately US$           if the underwriters exercise the over-allotment option in full), based on an assumed public offering price of US$           per ADS (which is the midpoint of the estimated offering range set forth on the cover page of this prospectus).

Each US$1.00 increase (decrease) in the assumed initial offering price of US$           per ADS would increase (decrease) the net proceeds to us from this offering by approximately US$           million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 ADSs offered by us would increase (decrease) the net proceeds to us by US$           million, assuming the assumed initial public offering price of US$     per ADS remains the same and after deducting underwriting discounts and commissions.

We expect to use the net proceeds from this offering for the development of our Estelle Gold Project, and for general working capital. However, due to the uncertainties inherent in the development process of our projects, it is difficult to estimate with certainty the exact amounts of the net proceeds from this offering that may be used for the above purposes. Our management will have broad discretion over the use of the net proceeds from this offering.

We may also use a portion of the net proceeds and our existing cash, cash equivalents and short-term investments, to in-license, acquire, or invest in complementary businesses, technologies, products, or assets. However, we have no current commitments or obligations to do so.

Pending our use of the net proceeds from this offering, we may invest the net proceeds in a variety of capital preservation investments, including short-term, investment grade, interest bearing instruments and U.S. government securities.

DIVIDEND POLICY

We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our ordinary shares in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our ordinary shares. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.

38

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2022:

● on an actual basis; and

● on an as adjusted basis to reflect the sale of           ADSs by us in this offering at an assumed price to the public of US$           per ADSs, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus, after deducting underwriter commissions and our estimated other offering expenses.

You should read this information in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus, the information set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information contained elsewhere in this prospectus.

The conversion from A$ into US$ was made at the exchange rate as of December 31, 2022, on which US$1.00 equaled A$1.47601. The use of US$ is solely for the convenience of the reader.

	As of December 31, 2022
	Actual						As Adjusted (1) (2)
	A$			US$			A$	US$
Total cash		24,979,845			16,923,845
Share capital: 210,054,131 ordinary shares, no par value, outstanding, actual; ordinary shares, no par value, outstanding, as adjusted		142,405,474			96,479,709
Accumulated profit(losses)		(44,358,819	)		(30,053,100	)
Foreign currency reserves		2,912,448			1,973,184
Non-controlling interest		7,659,514			5,189,321
Reserves		8,755,165			5,931,624
Total equity		117,373,782			79,520,737
Total capitalization		117,373,782			79,520,737

(1) Each US$1.00 increase (decrease) in the assumed initial public offering price of US$           per ADS, after giving effect to the ADS-to-ordinary share ratio of 1-to-●, would increase (decrease) each of cash, share capital, total equity and total capitalization by approximately A$           million (or US$           million), assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1,000,000 ADSs offered by us would increase (decrease) each of cash, share capital, total equity and total capitalization by approximately A$           million (or US$           million), assuming the assumed initial public offering price of US$           per ADS, after giving effect to the ADS-to-ordinary share ratio of 1-to-●, remains the same, and after deducting underwriting discounts and commissions. The as adjusted information is illustrative only and will depend on the actual initial public offering price, number of ADSs offered and other terms of this offering determined at pricing.

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DILUTION

If you invest in the ADSs in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per ADS and the as adjusted net tangible book value per ordinary share or ADS immediately after this offering.

As of December 31, 2022, our historical net tangible book value was A$           (or US$           ), or A$           (or US$           ) per ADS. Historical net tangible book value per ADS represents our total tangible assets less total liabilities, divided by the number of ordinary shares outstanding as of December 31, 2022.

After giving effect to the receipt of the net proceeds from our sale of ADSs in this offering at an assumed initial public offering price of US$           per ADS (which is the midpoint of the estimated offering range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2022, was A$           million (or US$           million), or A$           (or US$           ) per ADS, equivalent to A$           (or US$           ) per ordinary share. This represents an immediate increase in net tangible book value of A$           (or US$           ) per ADS, equivalent to A$           or (US$           ) per ordinary share, to our existing shareholders and immediate dilution of A$           (or US$           ) per ADS, equivalent to A$           (US$           ) per ordinary share, to investors purchasing ADSs in this offering.

The following table illustrates this dilution on a per ADS basis:

Assumed initial public offering price per ADS		US$
Historical net tangible book value per ADS as of December 31, 2022	US$
Increase in net tangible book value per ADS attributed to investors purchasing ADSs in this offering
As adjusted net tangible book value per ADS after this offering
Dilution in net tangible book value per ADS to investors in this offering		US$

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$           per ADS would increase (decrease) the as adjusted net tangible book value per ADS after this offering by US$           and dilution to investors in this offering by US$           per ADS, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. An increase of 1,000,000 ADSs offered by us would increase the as adjusted net tangible book value by US$           per ADS and the dilution to investors in this offering would decrease by US$           per ADS, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions. A decrease of 1,000,000 ADSs offered by us would decrease the as adjusted net tangible book value by US$           per ADS and the dilution to investors in this offering would increase by US$           per ADS, assuming the assumed initial public offering price remains the same and after deducting underwriting discounts and commissions.

If the representative of the underwriters exercises its option to purchase xxx additional ADSs in full, the as adjusted net tangible book value after the offering would be US$           per ADS, the increase in net tangible book value per ADS to existing shareholders would be US$           per ADS and the dilution per ADS to new investors in this offering would be US$           per ADS, in each case assuming an initial public offering price of US$           per ADS.

The following table summarizes, as of December 31, 2022:

● the total number of ordinary shares purchased from us by existing shareholders and the equivalent number of ordinary shares underlying ADSs purchased by investors in this offering;

● the total consideration paid to us by our existing shareholders and by investors purchasing ADSs in this offering, assuming an initial public offering price of US$           per ADS, before deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering; and

● the average price per ordinary share paid by existing shareholders and the average price per ADS or equivalent number of ordinary shares.

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	Ordinary Shares (Directly or in the Form of ADSs)			Total Consideration			Average Price Per Share	Average Price per ADS
	Number		Percent	Amount	Percent
Existing shareholders		210,889,958		US$			US$	US$
Purchasers of ADSs				US$			US$	US$
Total				US$		100

If the representative of the underwriters exercises its option to purchase xxx additional ADSs in full, our existing shareholders will own           % and investors in this offering would own           % of the total number of ordinary shares outstanding (including shares underlying ADSs) upon the closing of this offering.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$           per ADS, after giving effect to the ADS-to-ordinary share ratio of 1-to-             , would increase (decrease) the total consideration paid by investors in this offering by US$           million and increase (decrease) the total consideration paid by investors in this offering by           %, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and before deducting underwriting discounts and commissions.

The outstanding ordinary share information in the table above is based on            ordinary shares outstanding as of December 31, 2022, and excludes              ordinary shares issuable upon the exercise of outstanding options as of December 31, 2022, with a weighted-average exercise price of A$            per ordinary share.

To the extent any outstanding options are exercised, there will be further dilution to investors purchasing in this offering.

The table above excludes the following shares:

● 22,322,161 ordinary shares issuable upon the exercise of outstanding options at a weighted average exercise price of A$0.96 (approximately US$0.64 (based on ex rate of $0.66) per share;

● 11,250,000 ordinary shares that are reserved for issuance under our employee share option plan;

● up to 1,200,000 ordinary shares that may be issued upon the achievement of certain milestones pursuant to Class A and Class B performance rights granted to certain directors; and

● up to 1,200,000 ordinary shares that may be issued upon the achievement of certain milestones pursuant to Class C performance rights granted to certain directors.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following summary historical financial information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in the prospectus and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.

The selected consolidated statement of profit or loss and other comprehensive income data for the six months ended December 31, 2022, and 2021 and consolidated statement of financial position data as of December 31, 2022, have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The selected consolidated statement of profit or loss and other comprehensive income data for the years ended June 30, 2022, and 2021 and consolidated statement of financial position data as of June 30, 2022, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements have been prepared in accordance with IFRS, as issued by the IASB, as of and for the years ended June 30, 2022, and 2021.

Financial statements prepared in compliance with IFRS are not comparable in all respects with financial statements that are prepared in accordance with U.S. GAAP. Our historical results for any period are not necessarily indicative of our future performance.

Consolidated Statement of Profit or Loss and Other Comprehensive Income Data

	For the six months ended December 31,						For the year ended June 30,
	2022			2021			2022			2021
	(A$, except share amounts)						(A$, except share amounts)
Revenue		-			20,000			20,000			2,145
Other income		(3,049,127	)		91,852,737			39,613,276			656,274
Expenses		(2,854,324	)		(3,157,411	)		(5,230,455	)		(4,001,866	)
Profit(Loss) after income tax		(5,903,451	)		88,715,326			34,402,821			(3,343,467	)
Total comprehensive income(loss)		(5,093,600	)		89,905,699			38,097,293			(4,300,574	)
Basic earnings (loss) per share(1)		(0.03	)		0.51			0.20			(0.02	)
Diluted earnings (loss) per share(1)		(0.03	)		0.47			0.18			(0.02	)
Dividends per share		-			-			-			-

(1) Adjusted to reflect the 10 for 1 consolidation of our ordinary shares on November 29, 2021.

Consolidated Statement of Financial Position

	As of December 31, 2022
	$A
Cash		24,979,845
Total assets		126,445,572
Total liabilities		9,071,790
Net assets		117,373,782
Accumulated profits/losses		(44,358,819	)
Issued capital		142,405,474

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) provides an analysis of our financial position and results of operations contained elsewhere within this prospectus. It summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The audited consolidated financial statements for the years ended June 30, 2022, and 2021 are prepared in conformity with IFRS. As permitted by the rules of the SEC for foreign private issuers, we do not reconcile our financial statements to U.S. GAAP.

Overview

We are an exploration stage company with its flagship project being the Estelle Gold Project located in Alaska, USA. We also have, as of the date of this prospectus, a 37% investment in Snow Lake Resources Ltd (Nasdaq: LITM, an 8.75% interest in Asra Minerals Ltd (ASX: ASR) and a 9.9% holding in Rotor X Aircraft Manufacturing, respectively.

This MD&A was prepared in conjunction with our unaudited interim consolidated financial statements for the six months ended December 31, 2022, and 2021 and our audited consolidated financial statements for the years ended June 30, 2022, and 2021.

Comparison of the six months ended December 31, 2022 and 2021

The following tables set forth our results of operations in Australian dollars for the six-month periods ended December 31, 2022 and 2021.
 

	For the six months ended December,
	2022			2021
	A$			A$
Interest income		-			20,000
Other income		(3,049,127	)		91,852,737
Administration expense		(1,324,845	)		(1,255,007	)
Contractors and consultants		(519,748	)		(696,294	)
Share based payments		(809,172	)		(1,064,675	)
Amortisation of financial liability		(151,229	)		-
Finance costs		(49,330	)		(141,435	)
Profit (Loss) after income tax		(5,903,451	)		88,715,326
Total comprehensive income(loss)		(5,093,600	)		89,905,699

Interest income

Interest income decreased to A$0 in the six months ended December 31, 2022, from A$20,000 in the six months ended December 31, 2021, as a result of a decrease in the loan provided to Snow Lake Resources in 2022.

Other Income

Other income increased to (A$3,049,127) in the six months ended December 31, 2022, from A$91,852,737 in the six months ended December 31, 2021, primarily as a result of the gain on the deconsolidation of our former subsidiary Snow Lake Resources for A$91,778,098 in 2021 and our share of Snow Lake’s losses accounted for using the equity method of ($A2,449,281) in 2022 as well as the loss on value of investments in 2022 of ($A1,264,375).

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Administration expense

Administration expense increased to A$1,324,845 in the six months ended December 31, 2022, from A$1,255,007 in the six months ended December 31, 2021, as a result of an increase in the legal and audit fees relating to the listing and the sale of a portion of Snow Lake Resources shares, as well as higher marketing expenses.

Contractors and consultants

Contractors and consultants decreased to A$519,748 in the six months ended December 31, 2022, from A$696,294 in the six months ended December 31, 2022, as a result of a decrease in contractors working for the company for the period.

Share based payments

Share based payments decreased to A$809,172 in the six months ended December 31, 2022, from A$1,064,675 in the six months ended December 31, 2021, as a result of a decrease in the amount of options and performance rights issued.

Amortisation of financial liability

Amortisation of financial liability increased to A$151,229 in the six months ended December 31, 2022, from A$0 in the six months ended December 31, 2021, as a result of the amortisation of the convertible facility which we entered into with Nebari Gold Fund LLP, 1 in late 2022.

Finance costs

Finance costs decreased to A$49,330 in the six months ended December 31, 2022, from A$141,435 in the six months ended December 31, 2021, as a result of a decrease in the in the Snow Lake Resources convertible note and its related finance charges.

Profit/Loss after income tax

Loss after income tax increased to A$5,093,451 in the six months ended December 31, 2022, from a profit of A$88,715,326 in the six months ended December 31, 2021, mainly as a result of the gain on the deconsolidation of our former subsidiary Snow Lake for A$91,778,098 recorded in 2021.

Total comprehensive income/loss

Total comprehensive loss increased to A$5,093,600 in the six months ended December 31, 2022, from a profit of A$89,905,699 in the six months ended December 31, 2021, mainly as a result of the gain on the deconsolidation of our former subsidiary Snow Lake for A$91,778,098 recorded in 2021.

Comparison of the fiscal years ended June 30, 2022 and 2021

The following tables set forth our results of operations in Australian dollars for the years ended June 30, 2022 and 2021.

	For the year ended June 30,
	2022			2021
	A$			A$
Interest income		20,000			2,145
Other income		39,613,276			656,274
Administration expense		(2,980,714	)		(1,693,195	)
Contractors and consultants		(907,623	)		(637,524	)
Share based payments		(1,200,053	)		(1,470,936	)
Finance costs		(142,065	)		(102,010	)
Reclassification of exploration and evaluation assets		-			(98,221	)
Profit (Loss) after income tax		34,402,821			(3,343,467	)
Total comprehensive income(loss)		(38,097,293	)		(4,300,574	)

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Interest income

Interest income increased to A$20,000 in fiscal year 2022 from A$2,145 in fiscal year 2021, as a result of interest paid.

Other Income

Other income increased to A$39,613,276 in fiscal year 2022 from A$656,274 in fiscal year 2021, mainly as a result of the gain from the deconsolidation of Snow Lake, net of subsequent impairment of the remaining investment in Snow Lake accounted for using equity accounting.

Administration expense

Administration expense increased to A$2,980,714 in fiscal year 2022 from A$1,693,195 in fiscal year 2021, as a result of increased legal and audit fees expenses relating to the listing and the sale of a portion of Snow Lake Resources shares and higher marketing expenses.

Contractors and consultants

Contractors and consultants increased to A$907,623 in fiscal year 2022 from A$637,524 in fiscal year 2021, as a result of an increase in contractor expenses relating to Snow Lake Resources, prior to its IPO in late 2021.

Share based payments

Share based payments decreased to A$1,200,053 in fiscal year 2022 from A$1,470,936 in fiscal year 2021, as a result of a decrease in the amount of options and performance rights issued.

Finance costs

Finance costs increased to A$142,065 in fiscal year 2022 from A$102,010 in fiscal year 2021, as a result of increase costs on the Snow Lake Resources convertible note, prior to its IPO in late 2021.

Reclassification of exploration and evaluation assets

Reclassification of exploration and evaluation assets decreased to A$0 in fiscal year 2022 from A$98,221 in fiscal year 2021, as during the 2021 fiscal year all exploration and evaluation assets were reclassified to the profit and loss.

Profit(Loss) after income tax

Profit after income tax increased to A$34,402,821 in fiscal year 2022 from a loss of A$3,343,467 in fiscal year 2021, mainly as a result of the gain from the deconsolidation of Snow Lake, net of subsequent impairment of the remaining investment in Snow Lake accounted for using equity accounting.

Total comprehensive profit/ loss

Total comprehensive profit increased to A$38,097,293 in fiscal year 2022 from a loss of A$4,300,574 in fiscal year 2021, mainly as a result of the gain from the deconsolidation of Snow Lake, net of subsequent impairment of the remaining investment in Snow Lake accounted for using equity accounting.

Liquidity and Capital Resources

Since our inception, our operations have mainly been financed through the issuance of equity securities. Additional funding has come through interest earned from cash on term deposit, monetization of assets including the sale of a portion of our holding in Snow Lake Resources, and a US$5 million draw down on the convertible facility with Nebari Gold Fund 1, LLP in November 2022.

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Equity Issuances

The following table summarizes our issuances of ordinary shares for cash, share-based payments and executive and employee compensation in the last two fiscal years.

	Fiscal Year		Number of Shares			Net Proceeds
						(A$)
Ordinary Shares (net of costs)		2021		60,143,446	(1)		36,521,507
Ordinary Shares (net of costs)		2022		12,109,091	(1)		10,790,561

(1) We performed a share consolidation on November 29, 2021, based on a 10:1 ratio. Amounts shown above are the number of shares issued post to the consolidation.

Capital Requirements

As of June 30, 2022, we had cash of A$21,278,936. We anticipate that our current cash together with the cash raised from the sale of these ADSs will be sufficient to fund our operations for more than 12 months from the date of this prospectus. However, our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary materially. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue our operations.

We anticipate that we will require substantial additional funds in order to achieve our long-term goals and complete the development of our projects. We do not expect to generate significant revenue until late 2027, subject to permit and approvals necessary to develop a mine amongst other unforeseen delays.

We therefore expect to continue to incur substantial losses in the near future.

Our future capital requirements are difficult to forecast and will depend on many factors, including but not limited to the costs of our resource expansion, our metallurgical and environmental studies and our preliminary feasibility study and feasibility study.

Cash Flows

Comparison of cash flows for the six months ended December 31, 2022 with the six months ended December 30, 2021

The following table summarizes our cash flows for the periods presented:

	For the six months ended December 31,
	2022			2021
	A$			A$
Net cash used in operating activities		(1,433,529	)		(1,149,773	)
Net cash used in investing activities		(19,306,556	)		(17,611,903	)
Net cash provided by financing activities		24,406,818			11,153,036

Operating Activities

Net cash used in operating activities increased to A$1,433,529 in the six months ended December 31, 2022, from A$1,149,773 in the six months ended December 31, 2021, as a result of an increase in the payments to suppliers and employees.

Investing Activities

Net cash used in investing activities increased to A$19,306,556 in the six months ended December 31, 2022, from A$17,611,903 in the six months ended December 31, 2021, as a result of an increase in the payments for exploration and evaluation activities and the payments for property, plant and equipment.

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Financing Activities

Net cash provided by financing activities increased to A$24,406,818 in the six months ended December 31, 2022, from A$11,153,036 in the six months ended December 31, 2021, as a result of an increase in the proceeds from issuance of shares and exercise of options.

Comparison of cash flows for the fiscal year ended June 30, 2022 with fiscal year ended June 30, 2021

The following table summarizes our cash flows for the periods presented:

	For the year ended June 30,
	2022			2021
	A$			A$
Net cash used in operating activities		(2,855,761	)		(2,138,336	)
Net cash used in investing activities		(3,957,726	)		(21,055,527	)
Net cash provided by financing activities		11,153,036			34,883,982

Operating Activities

Net cash used in operating activities increased to A$2,855,761 in fiscal year 2022 from A$2,138,336 in fiscal year 2021, as a result of an increase in payments to suppliers and employees.

Investing Activities

Net cash used in investing activities decreased to A$3,957,726 in fiscal year 2022 from A$21,055,527 in fiscal year 2021, as a result of A$22,279,880 proceeds from the sale of some Snow Lake Resources shares in 2022.

Financing Activities

Net cash provided by financing activities decreased to A$11,153,036 in fiscal year 2022 from A$34,883,982 in fiscal year 2021, as a result of a decrease in the proceeds from issuance of shares and exercise of options.

Contractual Obligations

On November 21, 2022, we entered into a convertible note facility with Nebari Gold Fund LLP,1. As of December 31, 2022, we have drawn down US$5 million on the facility. The key terms of the facility are:

● Amount: Up to US$7 million in funds is available as an unsecured senior debt in 2 tranches. A fixed amount of US$5 million was drawn down immediately and up to an additional US$2 million is available upon mutual agreement

● Term: 24 months from the closing date

● Discount: Original issue discount of 2.778% of the tranche 1 principal only, added to the principal amount

● Coupon: 6% per annum, adjusted by the delta over a 3% SOFR floor with an upper limit and with an initial 9-month interest holiday period to be capitalized into the principal amount

● Setup Fee: 1% on the drawdown of the tranche 1 principal and 1% of the tranche 2 principal if it is also drawn down

● Conversion: Nebari has the option to convert up to 100% of the principal, plus any accrued interest (“Conversion Amount”) at a Conversion Price of A$1.02 (Conversion Price calculated based on the agreement which states the Conversion Price is equal to a 30% premium to the volume weighted average price (“VWAP”) of our 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, subject to standard anti-dilution adjustments).

● Forced Conversion: If our share price is greater than 150% of the Conversion Price (A$1.53), then we, at our option. option may elect to force Nebari to convert the Conversion Amount, at the Conversion Price

● Voluntary Prepayment: In addition to voluntary prepayment in cash, we 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, we will also issue Nebari options to subscribe for our shares, with a 2 year expiry period from the date of the options issuance, at a strike price of A$1.09 ( Strike price calculated based on the agreement which states the strike price is equal to a 40% premium to the VWAP of our 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 and in the amount of 80% of the Prepayment Amount divided by the Strike Price.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial capital markets, financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates as well as, to a lesser extent, inflation.

Interest Rate Risk

We are exposed to market risks in the ordinary course of our business. Our cash and short-term investments include cash in readily available checking accounts and guaranteed investment certificates. These securities are not dependent on interest rate fluctuations that may cause the principal amount of these assets to fluctuate.

Foreign Currency Exchange Risk

The majority of our cash flows, financial assets and liabilities are denominated in Australian dollars, which is our functional and reporting currency. We are exposed to financial risk related to the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the proportion of our business transactions denominated in currencies other than the Australian dollar, primarily for capital expenditures, debt and various operating expenses such as salaries and professional fees. We also purchase property, plant and equipment in Canadian dollars. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

Critical Accounting Policies and Estimates

The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with IFRS requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

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Coronavirus (COVID-19) Pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavorably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.  

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.  

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 amortization 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 amortization 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.  

Exploration and Evaluation Costs  

Exploration and evaluation costs have been capitalized on the basis that the consolidated entity will commence commercial production in the future, from which time the costs will be amortized in proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to be capitalized which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalized. In addition, costs are only capitalized 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 capitalized costs are determined not to be recoverable in the future, they will be written off in the period in which this determination is made.  

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CORPORATE HISTORY AND STRUCTURE

Our Corporate History

We were incorporated in Australia in January 1987. We were formerly known as Quantum Resources Limited and changed our name to Nova Minerals Limited in December 2017. Our ordinary shares have been listed on the ASX since 1987 and are currently listed under the symbol “NVA”. Our shares are also quoted on the OTCQB market under the symbol “NVAAF” and Frankfurt Stock Exchange under the symbol “QM3”.

We have entered into a joint venture with AK Minerals Pty Ltd, or AK Minerals, for the Estelle Gold Project in Alaska. We own an 85% interest in the Estelle Gold Project, subject to the 2% net smelter royalty payable to AK Minerals, as further described below.

Our Estelle Gold Project Acquisition History

In December 2017, we entered into a definitive joint venture agreement for the Alaskan project portfolio, including the Estelle Gold Project, with AK Minerals, pursuant to which we earned an 85% interest in the Estelle Gold Project, subject to a 2% net smelter royalty payable to AK Minerals. Prior to the joint venture agreement, AK Minerals was the ultimate beneficial owner of the Estelle Gold Project through its 100% owned subsidiary, AK Custom Mining LLC, an Alaskan incorporated LLC that holds a 100% ownership in the Estelle Gold Project. Following the joint venture agreement, ownership of AK Custom Mining LLC was transferred from AK Custom Mining LLC to AKCM (Aust) Pty Ltd, or AKCM, a joint venture vehicle incorporated to serve as the incorporated joint venture company between us and AK Minerals. AKCM also is the immediate parent of AK Operations LLC and AK Custom Mining LLC.

Pursuant to the joint venture agreement, we paid AK Minerals a non-refundable option fee of A$50,000 in the option period which was 3 months following the execution of the joint venture agreement. During the option period, we undertook extensive due diligence investigations of AK Minerals and the properties it owned and decided to exercise the option. We then paid an option exercise fee of A$105,000 to AK Minerals representing reimbursement of historic expenditure on the projects by AK Minerals and proceeded to form the joint venture entity and associate ourselves as an incorporated joint venture on the terms and conditions contained in the joint venture agreement to conduct exploration and mining operations on the Alaskan projects, including the Estelle Gold Project property.

Following the option period, we then earned a 30% initial interest in AKCM through spending A$300,000 on exploration over the first 12 months from the date of exercise of the option. We further earned an additional 21% interest in AKCM through spending an additional A$1 million during Stage 1 exploration during the first 2 years from the date of exercise of the option, which increased our ownership interest for AKCM to 51%.

In January 2020, our ownership percentage in AKCM was increased to 70% through our surpassing the stage 3 expenditure requirements by spending an additional A$2 million on exploration in years three and four from the date of the exercise of the option. We then earned, in May 2020, an additional increase in our AKCM ownership interest to the current 85% ownership, through surpassing ongoing expenditure requirements pursuant to the joint venture agreement, subject to the 2% net smelter royalty payable to AK Minerals.

Our Corporate Structure

We have the following material, direct and indirect owned subsidiaries: AKCM (AUST) Pty Ltd Limited, Alaska Range Resources LLC, AK Operations LLC and AK Custom Mining LLC.

The following chart depicts our corporate structure together with the jurisdiction of incorporation of our subsidiaries and related holding companies.

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bUSINESS

The information regarding the Estelle Gold 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 “S-K 1300 Technical Report Summary on the Estelle Gold Project, Alaska, USA – Initial Assessment” prepared by ABH Engineering Inc with an effective date of May 30, 2023, which was prepared in accordance with S-K 1300. The Estelle Gold Project Technical Report is filed as Exhibit 96.1 to the registration statement of which this prospectus forms a part

Overview

We are an ASX-listed mining exploration stage company with a gold project in Alaska. Our flagship project is the 85% owned Estelle Gold Project, which comprises of 699 State of Alaska mining claims covering in aggregate of 111,120 acres (450 km²) and is subject to a 2% net smelter royalty payable to AK Minerals.

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 gold mines and discoveries including Victoria Gold’s Eagle Mine and Kinross Gold Corporation’s Fort Knox Gold Mine.

Our vision is to develop the Estelle Gold Project to become a world class, tier-one, global gold producer. The project contains multiple mining complexes across a 35km long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million ounce resources across four deposits containing a combined 9.9 Moz Au (0.2 Moz Au Measured, 3.2 Moz Au Indicated and 6.5 Moz Inferred).

Figure 7: Our flagship Estelle Gold Project is located within Alaska’s prolific Tintina Gold Belt.

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In Initial Assessment report prepared on the project in May 2023 confirmed that an initial gold mining and processing operation at the Estelle Gold Project presents a technically and commercially viable development opportunity with positive financial and mining metrics including (all pre-tax and royalties):

● Net Present Value (NPV_5%) of US$654M

● Internal Rate of Return (IRR) of 53%

● 11 month capital payback period

● Undiscounted net free cashflow of US$945M

● Annual free cash flow after the payback period of ~ US$56M

● All in Sustaining Costs (AISC) 1st year US$510/oz and Life of Mine (LOM) US$1,149/oz

● Pre-production capital of US$385M for a central processing plant and infrastructure

● Annual production 1st year 363 Koz Au and LOM average 132 Koz pa

● Total production of 2.25 Moz Au over a life of mine (LOM) of 17+ years

● Early production driven by the higher grade RPM resources with 2.02 g/t Au material

In addition to the Estelle Gold Project, we also hold a substantial interest in Nasdaq-listed lithium explorer Snow Lake Resources Ltd (Nasdaq: LITM), a holding in Asra Minerals Limited (ASX: ASR), a gold and rare earths exploration company based in Western Australia, and a 9.9% interest in privately owned RotorX Aircraft manufacturing who are seeking to list in the USA in the near future.

The Estelle Gold Project

Project Description, Location and Access

The Estelle Gold Project lies approximately 150km northwest of Anchorage, Alaska’s largest city. This city has a major population, which provides essential services and a large labor force for the interior parts of Alaska. 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 the facilities which are powered by diesel generators, an on-site sample processing facility and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft. The project region is found among the Alaska Mountain Ranges with elevations ranging from 705m to 2,085m above sea level. The Alaska Range is a continuation of the Pacific Coast Mountains extending in an arc across the Northern Pacific. The nature of the terrain allows for accessible drilling all year round.

Figure 8: The Estelle Gold Project location map and infrastructure solutions

Easy access is currently available to the project via a winter road and by air, and recently the proposed West Susitna Access Road, which is situated on State land within the Matanuska-Susitna Borough and has considerable support from both the community and the State government, has progressed to the permitting stage, with construction proposed to start in 2025.

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The project area hosts multiple large IRGS deposits including Korbel Main, RPM North, RPM South and Cathedral, as well as numerous prospects at varying stages of exploration including, Blocks C & D, Isabella, Sweet Jenny, You Beauty, Shoeshine, Train, Trumpet, Stoney, T5, Tomahawk, Trundle, Rainy Day, West Wing, Revelation, Portage Pass, NK and Muddy Creek.

Figure 9: The Estelle Gold Project – District scale with over 20 identified gold prospects

Project History and Exploration

Prospecting in the area has been conducted by several private companies since the 1970s. From 1980 to 1985, many of the claims were held for their placer potential, however, they were never mined to any great extent because the large glacial boulders in the stream gravels hampered recovery. Work in the area included silt and rock geochemistry, mapping, magnetic, VLF, IP and radar geophysical surveys, and diamond drilling. To evaluate the steep, glaciated terrain, technical climbers from Dihedral Exploration were employed. From 1985 to 2007 there was a hiatus in exploration in the Estelle Mount area.

From 2007 to 2011 exploration was conducted by various companies including Hidefield Gold, Plc, International Tower Hill Mines, Ltd, and Millrock Resources Inc, and mainly comprised of prospecting, geologic mapping,, IP surveying, soil and rock sampling.

In 2012, Millrock Resources Inc drilled 9 core holes with a total of 1,379 meters (4,523.12 feet) at the Oxide prospect (now called Korbel). Drilling in 2012 intersected multiple mineralized zones. In three of the holes (SE12-002, 003, 004) the zones appear to occur along a rough northwest trend with veins exhibiting steep, near-vertical dips. Mineralized zones up to 100 meters wide were encountered along this trend which then had a drilled strike length of 740 meters.

Geologic mapping in 2012 at the RPM prospect also defined a broad zone of alteration in a high-level intrusive magmatic contact zone. The single 2012 drill hole at RPM undercut sheeted quartz veins and stockworks exposed at surface. The hole encountered significant gold mineralization with an intercept of 2.07 g/t Au over 21.94 meters within a 102.11-meter interval averaging 1.04 grams per ton gold from 26.52 to 128.63 meters with mineralization remaining open in all directions.

In 2017 we recognized the significance of the property and acquired the mineral rights to it with a drill program to start in June 2018. The plan was to locate and use the drill hole data and results from Millrock’s public announcements along with Alaskan Government public documents. Some coordinate information was taken from historical reports, ARDF files, and drill logs, while others were located by georeferencing historical exploration maps over Google Earth imagery and topographic maps. we planned on doing field verification as well as ground-truthing the locations later in June. At the time, we had acknowledged that there were additional drill holes conducted by Millrock, however, these holes were non-JORC compliant and we planned on working with Millrock to produce JORC-compliant exploration data.

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We also planned to have a reverse circulation (RC) drill operating on the property, which can penetrate depths up to 200 meters. 80 RC holes were planned from June-September. Further RC drilling was planned in 2019 based on 2018’s exploration results. A diamond drill rig was then be deployed to extend the mineralized RC holes to further depth.

We announced on August 27 that the RC drilling program had commenced. The drilling program was planned to last approximately 6-8 weeks. The goal of the program was to test along strike north and south of the discovery hole SE12-001 which showed 387m at 0.40 g/t. Mapping was conducted by Pacific Rim Geological Consulting of Fairbanks Alaska which showed that there were higher gold values that were associated with bismuth telluride and arsenopyrite mineral phases and that this mineralogy is hosted by sheeted quartz veins containing narrow alteration assemblages. These findings show a correlation that this deposit fits the intrusion-related gold system deposit model. Upon completion of a first pass of geological mapping, Tom Bundtzen identified two high-quality targets which were named Oxide North and South (now called Korbel Main). These targets showed envelopes of hydrothermal alteration.

Chip samples were taken by Mr. Bundtzen and returned moderate grades of 1.04 g/t with mineralization consisting of arsenopyrite, pyrite, pyrrhotite, chalcopyrite and tetrahedrite.

On March 28, 2019, we announced that after contracts were awarded, they would bring an IP survey crew onsite with potential diamond drill mobilization to follow 30 days later. The IP survey showed results that were better than anticipated. The results show that there is a gold system that was considerably larger than expected. Drilling was planned to track the IP crew’s findings across the alteration zone. After the completion of the IP and magnetic geophysical surveys, additional mapping and prospecting was conducted on the Estelle claim group. However, in the 2019 field season the focus was on the RPM and Shoeshine occurrences to follow up from Millrock’s intercept grading at 1.04 g/t gold over 102.11 meters. The reverse circulation drilling program was wrapped up during the 2019 field season.

On December 9, 2019, we planned on continuing the previous season’s drill program designed to test the quality and size of known gold mineralization and to seek and add mineral resources at Blocks A and B. The focus of the drilling program was to move the resource to a higher level of confidence bringing it to the Measured and Indicated levels to advance the Korbel deposit to the pre-feasibility stage. In the same announcement, further exploration activities would be undertaken to advance the RPM prospect to the resource drilling stage and complete first-pass diamond drilling on chargeability anomalies C and D that were identified during the 2019 summer field activities.

On February 17, 2020, we announced that the drilling program was contracted out to Ruen Drilling Inc., and 18,500 meters (60,696 ft) was planned to be drilled. In the same announcement we stated that the drill program on Block B would begin, increasing the size and upgrading the Resource to Measured and Indicated status and to expedite project feasibility studies. RC infill and scout drilling were also to commence at Korbel.

On August 26, 2020, high-grade rock chip samples collected at the Cathedral target returned gold grades of 114.0 g/t, 98.3 g/t, 37.1 g/t, 24.5 g/t, 19.6 g/t and 11.05 g/t. We had also converged Blocks A and B into one zone this year (and renamed them Korbel Main) and upgraded the MRE to 3.3Moz Au.

We announced on June 16, 2021 that diamond and RC drilling would commence on the RPM and Korbel prospects in order to delineate a mineral resource update and to upgrade the resource in size and confidence to expedite a project Feasibility Study. This drilling program resulted in the MRE being updated three times in 2021, 1st to 4.7Moz Au at just the Korbel Main deposit and then subsequently to a higher 6.2Moz Au with the addition of the RPM North deposit resource as well, followed by a further resource update in December 2021 to 9.6Moz Au, including 3Moz in the higher indicated category. There was also an exploration mapping and sampling campaign at the Train and Shoeshine prospects which encountered another large IRGS exposed at the surface with a 1km long and 500m strike at Shoeshine. A mapping and sampling campaign was also conducted on the Stoney prospect which confirmed a massive polymetallic mineralized vein observed along 4 km of strike length, up to 10 m wide, and >300m vertical extent with high-grade reconnaissance chip samples.

In 2022 over 20,000m of drilling was planned at RPM North for the year to extend the strike up to 1km to the west as confirmed by a recent magnetic anomaly. 3,000m of drilling was also planned at RPM South to interpret and define additional resources. Ground and/or drone detailed IP geophysics surveys were also planned across the wider RPM and Train areas to further identify additional mineralized zones. Infill drilling would be used to convert the additional resources to the higher confidence Indicated category. Step-out drilling would also be used to expand the existing resource along-strike.

Drilling at the Cathedral prospect within the Korbel Valley was also planned to test the extensions and potential feeder system of Korbel Main. This drilling resulted in a maiden inferred resource of 2.01Moz Au being defined at Cathedral in early 2023. Cathedral and Korbel Main represent only 2 of the 7 named target areas within the wider Korbel Valley in close proximity to the proposed Korbel Central Processing Facility.

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In the final quarter of the 2022 the decision was made to down ramp the drills because of very slow turnaround times for assay results from the lab that had been experienced industry wide. We planned on reviewing the assay results first to determine where it would be best to drill next.

Following the receipt of the delayed assay results from the 2022 drilling season, which were received in early 2023, the MRE was further upgraded to 9.9Moz Au, including 3.4Moz in the higher measured and indicated categories, including 0.18Moz Au in the highest measured category. In addition, we plan to drill approximately 15,000m in 2023, the majority of which will be focused on the RPM area with the aim to further infill and expand the at surface, higher grade (to exceed the current mill feed grade of 0.73 g/t Au) resources at RPM North and RPM South and the very high priority 600m continuous target area linking the 2 deposits, where the lower parts of holes RPM-037 and RPM-025 intersected a 2nd large mineralized intrusive.

The remainder of the 2023 drill program will target the Train area, where RPM-style mineralization was discovered with the aim to define a 3rd gold resource in the area.

Surface exploration mapping and sampling programs will also be conducted as part of the 2023 field season. These will be primarily focused on the RPM and Train areas, as well as at the highly prospective 3km long polymetallic Au-Ag-Cu system at the Stoney prospect.

The below table shows the amount of drilling which we have completed at the Estelle Gold Project to date

	RPM (North & South)						Korbel Main						Cathedral						Total
Year	No. of Holes		Length (ft)		Length (m)		No. of Holes		Length (ft)		Length (m)		No. of Holes		Length (ft)		Length (m)		No. of Holes		Length (ft)		Length (m)
2019		-		-		-		32		6,861		2,092		-		-		-		32		6,861		2,092
2020		-		-		-		64		88,572		27,004		-		-		-		64		88,572		27,004
2021		6		8,417		2,566		82		95,657		29,164		-		-		-		88		104,075		31,730
2022		32		34,491		10,516		21		57,464		17,520		11		15,096		4,603		64		107,051		32,637

Geological Setting

The Estelle Gold Project is located in the Alaska Range in the southwestern extremity of the Tintina Gold Province, within the Dillinger sub-member of the Farewell Terrane, comprising Cambrian to Devonian deep-water basinal shales and sandstones. Both the terrane and the Tintina Gold Province terminate on the Broad Pass/ Mulchatna Fault Zone, near the Estelle Gold Project’s southern property boundary.

Within the property, lie the Mesozoic marine sedimentary rocks of the Kahiltna terrane. Regionally, these marine rocks were intruded by several plutons. The Mount Estelle pluton has been dated at 65 to 66 Ma. This pluton is compositionally zoned and is made up of a granite core transitioning to quartz monzonite, quartz monzodiorite, augite monzodiorite, diorite, and lamprophyric mafic and ultramafic rocks. The intrusion contains xenoliths of metasedimentary country rocks into which it was intruded. Tourmaline and beryl have been observed in, and adjacent to the pluton. The rock surrounding the Mt. Estelle pluton has undergone contact metamorphism and is locally hornfelsed. There is red staining which likely indicates disseminations of pyrite along fracture faces. Adjacent to the pluton, local sericite and clay alteration is also found.

The Estelle pluton is cut by several dikes which range in composition from aplite, gabbro, dacite, and lamprophyre. These structures are found in the felsic and intermediate phases of the pluton. Gold, associated with pyrrhotite, chalcopyrite, pentlandite and molybdenite also occurs in ultramafic rocks on the south side of the pluton. Mineralization is less common in the sedimentary rocks.

Anomalous gold, platinum-group elements, copper, chrome, nickel and arsenic are reported from many of the composite plutons of the Yentna trend and gold and platinum-group-element placers have been worked at several sites downstream from the plutons.

The high-grade RPM deposit within the Estelle Gold Project lies within a plutonic complex intruding a Jurassic to Early Cretaceous flysch sequence. The intrusive complex consists of ultramafic to felsic plutons of Late Cretaceous/Early Tertiary age (69.7 Ma) and are centrally located in a region of arc-magmatic related gold deposits. Though mineralization at Estelle is generally restricted to the intrusive rocks, mineralization at RPM occurs in both the intrusive and hornfels. At RPM, roof pendants of hornfels occur overlying multiple intrusive units. Fingers of fine-grained aplite, monzonite and biotite-rich diorite cut the hornfels. All of the lithologic units are in turn cut by stockwork and/or sheeted veins. Veins range in size and character from meter-wide quartz ± sulfide to millimeter-scale quartz-arsenopyrite veins and centimeter-scale quartz-tourmaline-sulfide veins. A granitic intrusive body, which underlies the hornfels and crops out in the southern part of the prospect area appears to be potentially related to mineralization.

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Mineralization and Deposit Types

The deposits on the Estelle Gold Project are all large near-surface Intrusion Related Gold Systems (IRGS). Further classification indicates that this is a reduced IRGS which are distinct from gold-rich porphyry deposits (Sillitoe, 2000) and gold-rich skarn deposits. These deposits have their own distinct classification because they are associated with low oxygen fugacity granitoids (ilmenite-series plutons that lack magnetite) that also have low sulfur fugacity of the ore minerals that make up the deposit. These types of deposits can also contain Au-Bi-Te-As (±W, Mo, Sb) metal assemblages. Another characteristic feature of RIRGS is that they have sheeted quartz veins containing sulphides within the intrusive body.

The term reduced is used to highlight that these magmas are associated with a reduced oxidation state of the felsic, ilmenite-series plutons that lack magnetite as well as their exsolved fluids. These deposits are known for their sheeted arrays of auriferous quartz veins that have a preference for forming in the brittle carapace at the top of small plutons. These carapaces allow the fluids and metals to be concentrated forming bulk-tonnage, low-grade gold deposits such as Korbel and RPM. Mineralization can also occur in the hornfelsed rock (present at RPM), however the gold mineralization in the intrusion itself will most likely contain the highest concentrations of gold (RPM and Korbel).

Since 2018 we have been aggressively and systematically exploring the multiple prospects within the project area. To date, we have proven a total gold resource estimate of 9.9 Moz, which is hosted within 4 mineral resource deposits:

● Korbel Main: A bulk tonnage deposit, located in the Korbel Mining Complex in the North of the project area, which has a confirmed strike length of over 2.5km and up to 500m depth, and remains open with significant potential to further extend the mineralization.

● Cathedral: Another bulk tonnage deposit located nearby and similar to Korbel Main. An initial maiden Inferred resource has confirmed a strike length of at least 800m and 350m wide. The deposit remains wide open in all directions and the potential for high-grade zones exist with up to 114 g/t Au in surface rock chip samples.

● RPM North: A high-grade deposit, located in the RPM Mining Complex in the South of the project area, which has a 450m strike length and 150m width, defined by close spaced resource drilling, and remains open. It also includes a high-grade M&I core of 100m long x 50m wide x 300m deep and significant potential remains to further extend the mineralization.

● RPM South: A newly discovered zone where initial drilling as confirmed a genetically link to RPM North. Currently resources have a strike length of 400m and 250m width. Over 600m of perspective strike length connects RPM South with RPM North which is the highest priority drill target within the Estelle Gold Project with significant positive implications for further resource upside.

Sampling, Analysis and Data Verification

Samples are taken each 10 feet (3.05m) unless there is a change in lithology. In these cases samples are broken to lithologic boundaries. Samples are then half cut with one of the half cuts being sent to the ALS lab in Fairbanks Alaska for processing. Three different types of SRM are inserted each 20 samples. Duplicates of the reject are taken each 20 samples. One blank is inserted each 40 samples. Data is plotted and evaluated to see if the samples plot within accepted tolerance. If any “out of control” samples are noted, the laboratory is notified.

Detailed QA/QC analysis is undertaken on an ongoing basis by Qualitica Consulting.

Samples are tested for gold using ALS Fire Assay Au-ICP21 technique.

Assay data intercepts are compiled and calculated by the CP and then verified by corporate management prior to the release to the public.

All maps and locations are in UTM grid (NAD83 Z5N) and have been measured by a digital Trimble GNSS system with a lateral accuracy of <30cm and a vertical accuracy of <50cm.

Drill holes have been spaced in a radial pattern such that all dimensions of the resource model are tested. Future geo-stats will be run on the data to determine if addition infill drilling will be required to confirm continuity.

The relationship between the drilling orientation and the orientation of key mineralised structures is confirmed by drill hole data driven ongoing detailed structural analysis by OTS structural consultants.

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Mineral Resource Estimates

Over 93,000m of diamond and RC drilling has been undertaken to test the extent of all deposits and infill, in support of a high confidence global mineral resource estimate of 9.9 Moz Au across the Estelle Gold Project. This mineral resource contains a proportion of measured and indicated classified material to support future studies and an Ore Reserve (Ore Reserves are defined by further economic studies with higher degree of accuracy). Future targeted drilling programs are planned to upgrade both the size and confidence of the resource estimate.

The following table sets forth the mineral resource estimate for the Estelle Gold Project in the S-K 1300 Report with an effective date of May 30, 2023.

			Measured						Indicated						Inferred								Total
Deposit	Cutoff		Tonnes Mt		Grade Au g/t		Au Moz		Tonnes Mt		Grade Au g/t		Au Moz		Tonnes Mt		Grade Au g/t		Au Moz		Tonnes Mt		Grade Au g/t		Au Moz
RPM North		0.20		1.4		4.1		0.18		3.3		1.5		0.16		26		0.6		0.48		31		0.8		0.82
RPM South (Maiden)		0.20														31		0.4		0.42		31		0.4		0.42
Total RPM Mining Complex				1.4		4.1		0.18		3.3		1.5		0.16		57		0.5		0.90		62		0.6		1.24
Korbel Main		0.15								320		0.3		3.09		480		0.2		3.55		800		0.3		6.64
Cathedral (Maiden)		0.15														240		0.3		2.01		240		0.3		2.01
Total Korbel Mining Complex										320		0.3		3.09		720		0.2		5.56		1,040		0.3		8.65
Total Estelle Gold Project				1.4		4.1		0.18		323		0.3		3.25		777		0.3		6.46		1,102		0.3		9.89

Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves.

Mineral Processing, Metallurgical Testing and Recovery Methods

An extensive metallurgical test program was conducted to support the study. Composite samples representing different gold grades from the Estelle Gold Project deposits were formulated from ½ split core samples for the test programs. In addition, a master composite representing each deposit was also prepared for testing. The scope of the metallurgical study consisted of sample preparation, head sample characterization, gravity concentration, sulfide flotation, and regrinding of concentrates followed by cyanidation. Testing was conducted by Bureau Veritas Commodities Canada Ltd. in Richmond, BC, Canada.

The amenability of the rock samples to sorting was conducted by the TOMRA Sorting Inc. facility in Sydney. The test program assessed the heterogeneity of the deposit based on the gold grade of the selected rock samples. Sorting was evaluated using the Dual Energy X-Ray Transmission (DEXRT) sensor technology on approximately 200 rock samples with a total mass of 588 kg ranging between 10 and 80 mm (~ ½ to 3 inches). The tests were run in a four-stage XRT sorting configuration at different scanner sensitivity settings to produce the highest concentrate grade with the least mass pull in the first stage. With each additional stage, the conditions were adjusted to be less selective, increasing recovery however decreasing the concentrate grade.

Based on preliminary metallurgy and ore sorting tests, in combination with economic considerations, a robust project flowsheet and initial level processing plant design has been established. The flow sheet indicates that the gold is easily liberated from the Estelle ore bodies using conventional technology for an average recovery of 88.3%, with further optimization planned.

The process plant was designed using conventional processing unit operations with the addition of particle density XRT ore sorting systems. Only ore originating from Korbel Main will be sorted, ore originating from the RPM deposits will bypass the sorters. The ore sorting circuit is designed for 14,900,000 tonnes per year. The processing plant downstream of the ore sorters is designed for 6,350,000 tonnes per year. The plant will operate on a two shifts per day basis, 365 days per year. The product of the process will be dore bars.

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Run-of-mine and run–of-stockpile ore will be hauled to the sorting facility where it will be crushed in a primary gyratory crusher before going through a sizing screen. The fines fraction head will be fed directly to the HPGR, the mid-sized material will be fed to the XRT ore sorting system, and the oversize material will be crushed in a secondary cone crusher. The ore sorting system will separate the economical ore out from the waste, transporting it to an HPGR. The product of the HPGR will be sent to a closed circuit consisting of a ball mill and hydrocyclone cluster. The P80 overflow of 75µm will flow through the flotation circuit. The tailings from this process will be sent to the tailing’s thickener. The concentrate will move on to the cyclone cluster and IsaMill for fine grinding to P80 of 22µm before finally moving on to the pre-leach thickener where the underflow will report to the leach and CIP circuits.

The gold leached in the CIP circuit will be recovered by activated carbon and elution. From this elution circuit, the gold will be recovered by electrowinning cells in the gold room. The gold sludge will be dried, mixed with fluxes, and then smelted in a furnace to produce doré bars. Carbon will be re-activated in a regeneration kiln before being re-used in the CIP circuit. The CIP tailings will be treated for cyanide in the cyanide destruction circuit before being pumped to the tailings thickener. The waste byproduct of the tailings thickener will be pumped to the tailings storage facility.

Figure 10: The Estelle Gold Project simplified flow sheet

Mine Design

The SK-1300 IA (Initial assessment) report considers a development based on multiple open pit mines using a conventional truck and shovel approach at the Korbel Main, RPM North and RPM South deposits feeding a 6 Mtpa Estelle central processing plant located in the Korbel Mining Complex area of the project and producing an average of 132 Koz of gold per annum and a total gold production over the LOM of 2.25 Moz Au. Ore from the RPM deposits will be hauled to the Estelle central processing plant and the mining operations are designed for 17 years of mining and one year of stockpile processing. The 2 Moz Au inferred resource at Cathedral is not included in SK-1300 IA (Initial Assessment).

Economic Analysis

The SK-1300 IA (Initial assessment) report confirmed that an initial gold mining and processing operation at the Estelle Gold Project presents a technically and commercially viable development opportunity with positive financial metrics over an initial mine life of 17+ years, with capital payback in the first year (11 months) of the project. A summary of the initial mining and financial evaluation is provided in table below (All amounts pre-tax and royalties and in US dollars).

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Production Physicals
	Units		Report Results
Life of Mine (LOM)		Years		17+
Ore Mined		Mt		231
Mine Grade		Au g/t		0.40
Strip Ratio		W:O		1.90
Ore Milled		Mt		108
Mill Grade		Au g/t		0.73
Gold Recovery		%		88.3
Avg. Annual Au Production		Koz		132
Total Au Production		Koz		2,253

Financials and Key Assumptions in USD$
Capital Payback	Years	0.9
NPV5%	$M	654
IRR	%	53.3
Pre-Production Capital Costs	$M	385
Sustaining Capital Costs	$M	126
Gold Price	$/oz	1,800
Revenue	$M	4,055
Operating Costs	$/t	11.20
AISC – Year 1	$/oz	510
AISC - LOM	$/oz	1,149
Free Cash Flow	$M	945

The report’s sensitivity analysis also clearly demonstrated the project to be resilient to changes in capital costs and recoveries, with significant leverage to the gold price, AISC and particularly an improvement in the LOM average mill feed grade above the current 0.73 g/t Au, that we will be now working towards by increasing the resource and continuing to unlock the Estelle gold district across multiple other prospects within the project area.

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Figure 11: Sensitivity analysis (Tornado chart)

Following the completion of the Initial Assessment (IA) report the Board has approved and commenced the progression of the project to a Preliminary Economic Assessment (PEA)

Other Assets

In addition to the Estelle Gold Project, we own minority interests in companies that partially provide a hedge against fluctuations in the gold price and expose us to the upside of other high growth sectors.

Our investments include:

● Snow Lake Lithium (Nasdaq: LITM)

We hold an indirect interest in the Thompson Brothers Lithium Project through a 37% ownership stake (as of the date of this prospectus) in Snow Lake Resources Ltd (“Snow Lake”), a lithium exploration stage mining company in the province of Manitoba, Canada, listed on the Nasdaq Capital Market (LITM). Snow Lake’s prime objective is to be the next low-cost lithium producer by fast-tracking the development of its near-term production and cash flow lithium mine through conventional DSO truck and shovel mining methods to supply the North American electric vehicle and battery markets. Snow Lake has a dominant 59,587 acre land position, and the Thompson Brothers Lithium Project currently has a mineral resource estimate of 9.08 Mt @ 1.00% Li2O indicated and 1.97 Mt @ 0.98% Li2O inferred. Snow Lake is also currently undertaking resource expansion drilling to significantly increase the resource size and confidence with a Preliminary Economic Assessment (PEA) due for completion in the third quarter of 2023.

In April 2022, we sold 3,000,000 shares in Snow Lake that generated gross proceeds of US$18 million, thus reducing our interest in Snow Lake from 9,600,000 shares to 6,600,000 shares. We continue to hold 6,600,000 Snow Lake shares, representing 37% of Snow Lake’s issued and outstanding shares as of the date of this prospectus.

● Asra Minerals Limited (ASX:ASR)

We hold a free carried investment of 8.75% in Asra Minerals Limited (“Asra” or ASX Ticker:ASR”), a gold and rare earths exploration company based in Western Australia and listed on the ASX (ASR). Asra is a highly active gold exploration and development company with an extensive and strategic land holding comprising six projects and over 400km² of tenure in the Goldfields Region of Western Australia. All projects are nearby to excellent infrastructure and lie within 50km of major mining towns.

Asra is continuing with its exploration strategy aimed at making significant gold and rare earth discoveries that have near term production potential. Asra is entering an exciting phase in its development as its exploration to date has already resulted in several gold discoveries.

Asra’s flagship Mt Stirling Project is situated approximately 40km NW of Leanora, and is near Red 5’s King of the Hills mine. The region is rich in gold endowment with producing mines such as Tower Hills, Sons of Gwalia, Thunderbox, Harbour Lights and Gwalia.

● Rotor X Aircraft Manufacturing

We also hold a free carried investment of 9.9% in Rotor X Aircraft Manufacturing (“Rotor X”), a pre-IPO revenue generating US-based company that seeks to lead the development of electric VTOL (Vertical Take-Off and Landing) aircraft and innovative low operating cost heavy lift drone technology. Rotor X Aircraft Manufacturing is a helicopter kit manufacturing company that provides the world’s most affordable and reliable 2 seat personal helicopter. Recently Rotor X also announced that it has entered the electric vertical take-off and landing (eVTOL) market with the aim of developing innovative, low operating cost heavy-lift electric helicopters and drones, to support mining and other industries, as well as the growing urban air taxi market.

The potential benefits for our mining operations through the innovative application of clean aircraft technology, have been the primary motive behind our investment in Rotor X.

Our Opportunity

The Estelle Gold Project has provided us with an opportunity very rarely seen since the Carlin Gold Trend (the “Carlin”). The Carlin Trend is located in Nevada, USA and is host to one of America’s largest gold endowments currently estimated at 130 Moz of gold and since it commenced operations in 1963 has produced over 84 Moz gold.

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When a subsidiary of Newmont Gold Corporation opened the Carlin mine, it was the world’s first open pit primary gold mine, mining vast bulk tonnages of low grade ore which were crushed, ground and treated by cyanidation with high recovery rates.

In its first year, the Carlin mine produced 128,000 troy ounces of gold, but more importantly, it was the model for dozens of future low grade bulk tonnage gold mines along the Carlin Trend.

The technological know-how in mineral exploration and mine development gained from the Carlin Trend was also quickly applied to other low grade bulk mines around the world.

Similar to the Carlin Trend, upon which world class companies such as Barrick and Newmont have been built, the Estelle Gold Project with its vast mineralized land position provides us with a matching opportunity. Very few mining companies own a tier one gold asset with an already defined 9.9 Moz gold resource, in a Fraser Institute ranked top 4 investment jurisdiction, on State lands, with decades of opportunity of potentially multiple mines across one single project site, like we have at Estelle. All deposits are also open with thick ore zones from surface and a low strip ratio, amendable to large scale bulk mining using conventional truck and shovel methods, with further drill programs planned to continue to increase both the size and confidence of the resource base over the coming years.

In 2023 a 15,000m diamond drill program is planned to focus on the RPM area, with the aim to further infill and expand the at surface higher-grade resources in the area, with a maiden drill program to also target the Train area where RPM style mineralization was recently discovered, with the aim to define a 5^th resource deposit on the project this year.

In addition to the 4 already defined resource deposits, we also have 18 other known prospects at various stages of advancement across the 35km long mineralised corridor, including the recent significant discoveries at the Train and Stoney prospects.

At Train, which is to be drill tested this year, geological observations and high-grade rock chip samples indicate another possibly large IRGS exposed at surface with a 1km strike length and 500m width. Structural controls and more high-grade rock chips also show a possible genetic link to the nearby Trumpet prospect with a strike length of 1.5km between the two prospects to also be drill tested this year.

At Stoney, surface sampling and mapping has identified a high-grade polymetallic gold, copper and silver stacked vein system along a 4km strike length, up to 10m wide and over 300m of vertical extent with further surface exploration mapping and sampling programs to be conducted in the area as part of the 2023 field season as well.

As systematic reconnaissance exploration programs continue, we expect further discoveries of surface outcropping deposits to create decades of future mine life through a pipeline of exploitable resources.

Our Competitive Strengths

We are an industry leader in the speed and manner in which it has been growing its global resource inventory, working within relatively small budgets. In just over 4 years, our fundamental achievements include:

● The discovery of a truly tier one district scale gold and other minerals project in a safe jurisdiction

● Drilled over 84,000m to grow a 9.9 Moz gold resource from green fields, including three very thick high-grade gold intercepts at RPM, at a very low cost of discovery per ounce

● Established infrastructure for year-round operation

● Completed robust economic studies which show the commercial viability of the project

● Build strong relationships with the Alaskan community, suppliers and the State government

Coupled with a world class asset, we have also established a leadership team of experienced mining executives and operators with a history of growing and de-risking projects, including a local well connected CEO who has significant experience in bringing mines into production having worked on major projects including Sepon, Carosue Dam, Batu Hijau and the Carlin Trend. All with a united vision of getting Estelle into production as fast as possible to become a world-class global gold producer and who have personally collectively invested over US$5 million in us through options conversion, placements and multiple on-market purchases.

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We also pride ourselves on our innovation and efficiency as evidenced by our extremely low discovery cost of below $3.50 per ounce, which is well below the industry average. We continue to develop its strategies and initiatives to improve its business plans and operations, in particular with respect to the Estelle Gold Project. Some of the innovations we have undertaken to date include:

● Particle density X-Ray ore sorting. Ore sorting test work conducted on drill core samples from Estelle ore demonstrates great potential for less processing and increased mine production to successfully separate the gold-bearing veins.

● On-site independent preparation facility. We have established an onsite preparation facility which has the capacity to process up to 7,500 samples per month, providing significant cost savings as the samples are prepared through drying, crushing and splitting on site, significantly reducing the sample weight that is shipped from site to the laboratory for analysis. This also allows us to bypass the commercial prep-lab which in turn improves the assay result turnaround time.

● eVTOL aircraft of the future for mining transport and exploration. The unprecedented potential benefits for our mining operations through the innovative application of clean aircraft technology have been the primary motive behind our investment in aerospace company Rotor X. It will be a model of sustainability for us as part of its ESG development, while at the same time lowering estimated logistics costs by a third.

Figure 12: Top 10 gold only projects in North America

Our Growth Strategies

Our growth strategy is to get the Estelle Gold Project into production as fast as possible to become a tier one global gold producer in order to maximize shareholder value.

With the IA report showing the Estelle Gold Project is both technically and commercially viable, the Board has approved and commenced the progression of the project to a PEA, accelerating activity across the project towards production which currently anticipates mine construction circa 2026 and the first gold pour in late 2027.

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Estelle’s Projected Timeline to Production

● 2023 drill program

- Up to 3 drill rigs running 24 hours, 7 days per week in the almost 24-hour daylight in Alaska during the period

- RPM infill and extensional resource drilling to improve the size and confidence of the resource (Q2/Q3 2023)

- Maiden resource definition drilling in the Train area (Q2/Q3 2023)

● PEA trade off study work and geotechnical drilling (Ongoing throughout 2023 & 2024)

● Global MRE update (2024)

● PEA, including updated MRE with resources from the 2023 drill program (2024)

● FS and permitting (2025)

● Decision to mine and financing (2026)

● Commence mine construction (2026/2027)

● 1^st gold pour (Late 2027)

● Ongoing exploration to assess district wide opportunities to increase the resource pipeline

* All timelines are projected only and subject to assay lab turnarounds, market and operating conditions, all necessary approvals, regulatory requirements, weather events and no unforeseen delays.

Figure 13: Our long-term growth strategy

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Uses of Gold

While gold is widely known to be used in jewellery, coins, and investments, it is also used extensively as an industrial metal in electronics manufacturing, as it has high electrical conductivity, is easy to work with, and is resistant to tarnishing.

Figure 14: Uses of gold in the United States

Everyday products which use gold in their manufacturing include:

● Smartphones, where gold is used in the circuit boards, connectors, and contacts due to its excellent conductivity and resistance to corrosion

● Computers, laptops and tablets, where gold is used in the processors, memory chips, circuit boards and connectors to ensure reliable electrical connections

● Televisions, where gold is used in the production of flat-panel displays, connectors, and solder joints

● Gaming consoles, where gold is utilized for circuitry and connector components

● Digital cameras, where gold is used in the circuitry, contacts, and connectors

● Wearable devices, such as smartwatches and fitness trackers, which incorporate gold in their electronic components

● Audio equipment, where gold is employed for connectors and internal wiring

● GPS devices, where gold is utilized for connectors and circuitry

● Medical devices, such as pacemakers and hearing aids, which contain gold due to its biocompatibility and excellent electrical properties.

More recently gold is also a metal that is being used in the batteries for electric vehicles (EVs), as its conductivity helps to ensure that electricity can flow freely and efficiently throughout the battery and being non-reactive it won’t rust or degrade over time, making it a perfect material for long-term use in EVs.

Gold also plays an important role in the financial reserves of numerous nations with central bank buying dramatically increasing since 2010.

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Central banks hold gold to:

● Balance foreign exchange reserves in order to manage risk from currency holdings and to promote stability during economic turmoil

● Hedge against fiat currencies due to inflation

● Diversify portfolios to protect from volatility as gold has an inverse correlation with the US dollar

With the current environment of high inflation and geopolitical uncertainty, central banks brought a record 1,136 tonnes of gold in 2022 (Source IMF).

Figure 15: Timeline of central bank gold demand

Material Contracts

Incorporated Joint Venture Agreement

On December 17, 2017, Nova Minerals Limited, AK Minerals Pty Ltd and AK Minerals Pty Ltd for and on behalf of AKCM (AUST) PTY LTD entered into a joint venture agreement (the “Incorporated JV Agreement”). Pursuant to the terms of the Incorporated JV Agreement, Nova Minerals Limited and AK Minerals PTY LTD agreed to associate themselves as an incorporated joint venture to conduct exploration and mining operations on the mining tenements in Anchorage, Mt. McKinley and Kuskokwim as part of the Estelle and Farewell projects.

The Incorporated JV Agreement will continue in force until there earlier of (i) there being only one remaining party to the agreement; (ii) until terminated by the unanimous agreement of the parties; or (iii) until terminated under the default provisions of the agreement.

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Minerals Royalty Agreement

On May 21, 2018, AK Custom Mining LLC (“Payer”), AK Minerals PTY LTD (“Payee”) and AKCM (AUST) PTY LTD (“Guarantor”) entered into a minerals royalty agreement (the “Minerals Royalty Agreement”). Pursuant to the Incorporated JV Agreement, Payee is entitled to a right to a royalty from exploration and mining operations. Thus, pursuant to the Minerals Royalty Agreement, the Payer agreed to pay the Payee a royalty on all ore, concentrates or other products extracted, sold, removed or otherwise dispose of.

The royalty percentage under the Minerals Royalty Agreement is 2% and the interest rate is the rate which is the highest of the unsecured business overdraft rate of the National Australia Bank, Commonwealth Bank of Australia, Westpac and ANZ Banking Group. The royalty payable by the Payer to the Payee is calculated by multiplying the royalty percentage by the quarterly gross revenue and adjustments minus allowable deductions for that given quarter.

Competition

We face intense competition in the mineral exploration and exploitation industry on an international, national and local level. We compete with other mining and exploration companies, many of which possess greater financial resources and technical facilities than we do, in connection with the exploration and mining of suitable properties and in connection with the engagement of qualified personnel. The exploration and mining industry is fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established more strategic partnerships and relationships and have greater financial accessibility than we have.

The Tintina Belt has a history of multiple magmatic events and is associated with a wide range of base and precious metals. We compete with other companies who own deposits in the same area.

Environmental, Social and Governance

We are committed to creating a safe and environmentally responsible future mining operation that provides opportunities for all Alaskans. We have established strong and collaborative working relationships with the communities adjacent to our operations to ensure we have a meaningful impact on their culture, environment, and economic prosperity. Where possible, we do this by prioritizing local procurement and employment and investing in community partnering initiatives consistent with our core values: Integrity, Respect and Openness.

We also take our environmental responsibilities seriously and is committed to achieving excellence in environmental management through understanding the sensitivities of working within the region.

All works are governed by the Application for Permits to Mine in Alaska (APMA). There are strict provisions governing exploration and mining in Alaska, as well as legislation and a large number of supporting regulations.

Over the last 3.5 years we have spent in excess of USD$30M directly and indirectly into the local Alaskan economy, supported over 50 local Alaskan businesses and through contractors employed 100’s Alaskans from local communities.

While we are currently in the exploration and development phase of our Estelle Gold Project, as the project moves into the construction and operation phases there will be an exponential increase in the number of local jobs and services required.

Intellectual Property

We do not own any registered intellectual property rights.

Facilities

Our company’s registered office is located in Suite 5 on 242 Hawthorn Road in Caulfield, Australia.

We own an all season fully operational 80-man camp facility near the confluence of Portage Creek and the Skwentna River. The camp is serviced with a 4,000 foot gravel airstrip for wheel-based aircrafts in the large DC3 aircraft. The camp is equipped with diesel generators, a satellite communication link, tent structures on wooden floors, connex camp units, several wood-framed buildings, kitchen, fuel storage area, core shack and core preparation facility.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

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Regulation

Our mining and exploration activities are subject to various laws and regulations, including legal and contractual obligations to reclaim, remediate, or otherwise restore properties at the time the property is removed from service. Accounting for reclamation and remediation obligations requires management to make estimates of the future costs that we will incur to complete the work required to comply with existing laws and regulations. Actual costs may differ from the amounts estimated. Reclamation costs are allocated to expense over the life of the related assets and are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and remediation costs. Also, future changes to environmental laws and regulations could increase the extent of reclamation and remediation work required.

In the U.S., an unpatented mining claim on unappropriated federal land may be acquired pursuant to procedures established by the Mining Law of 1872 and other federal and state laws. These acts generally provide that a citizen of the U.S. (including a corporation) may acquire a possessory right to develop and mine valuable mineral deposits discovered upon appropriate federal lands, provided that such lands have not been withdrawn from mineral location, e.g., national parks, military reservations and lands designated as part of the National Wilderness Preservation System. The validity of all unpatented mining claims is dependent upon inherent uncertainties and conditions. These uncertainties relate to such non-record facts as the sufficiency of the discovery of minerals, proper posting and marking of boundaries, and possible conflicts with other claims not determinable from descriptions of record. Prior to discovery of a locatable mineral on an unpatented mining claim, a mining claim may be open to location by others unless the owner is in possession of the claim.

To maintain an unpatented mining claims in good standing, the claim owner must file with the Bureau of Land Management, an annual maintenance fee ($165 for each claim, which may change year to year), a maintenance fee waiver certification, or proof of labor or affidavit of assessment work, all in accordance with the laws at the time of filing which may periodically change.

In connection with mining, milling and exploration activities, we are subject to United States federal, state and local laws and regulations governing the protection of the environment, including laws and regulations relating to protection of air and water quality, hazardous waste management and mine reclamation as well as the protection of endangered or threatened species. The departments responsible for the environmental regulation include the United States Environmental Protection Agency, the Alaska Department of Environmental Protection and Bureau of Land Management. Any of these regulators have broad authority to shut down and/or levy fines against facilities that do not comply with their environmental regulations or standards. Potential areas of environmental consideration for mining companies, including ours, include but are not limited to, acid rock drainage, cyanide containment and handling, contamination of water sources, dust, and noise.

We have obtained the permits necessary to develop, construct, and operate our Estelle property. In connection with these permits and exploration activities in Alaska, we are subject to various federal, state and local laws and regulations governing protection of the environment, including, but not limited to, the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws. These laws and regulations are continually changing and are generally becoming more restrictive.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers as of the date of this prospectus.

NAME	AGE	POSITION
Christopher Gerteisen	50	Chief Executive Officer and Director
Michael Melamed	47	Chief Financial Officer
Craig Bentley	53	Director of Finance & Compliance and Director
Avi Geller	37	Director
Louie Simens	41	Director and Interim Chairman
Rodrigo Pasqua	33	Director
Ian Pamensky	55	Company Secretary

Christopher Gerteisen. Mr. Gerteisen became our Chief Executive Office and a Director in September 2019. As CEO, he is responsible for all aspects of the Estelle Gold project. Mr. Gerteisen has over 30 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. From May 1994 to August 1998, 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 From August 1998 to August 1999, Mr. Gerteisen 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 based in Alaska and a member of the Australian Institute of Geoscientists.

Michael Melamed. Mr. Melamed has served as our Chief Financial Officer since July 2015. Mr. Melamed brings over 25 years of extensive experience in the areas of financial and executive management, mergers & acquisitions, financial reporting and auditing, business and corporate advisory, corporate restructuring and investor relations. Mr. Melamed has a Bachelor of Business (Accounting & Finance) from the University of Technology, Sydney and is a Member of The Institute of Chartered Accountants of Australia

Presently, Mr. Melamed is the director of a corporate advisory services company, Chief Financial Officer and former director of Viridis Mining and Minerals (ASX: VMM), and Chief Financial Officer of Asra Minerals (ASX: ASR). He is the former Director of Ragusa Minerals (ASX RAS)

Craig Bentley. Mr Bentley joined our board in February 2022 and became Director of Finance and Compliance in September 2023. He has over 30 years of extensive commercial and finance experience working in senior roles within multinational private enterprises, as well as auditing for Ernst Young, including on the audit of the Bank of America and a special audit for an insurance company prior to IPO listing in the United States amongst others. Mr Bentley has an extensive and successful track record in compliance, risk management, and finance functions, including planning/forecasting, commercial negotiations, due diligence and the establishment and management of finance departments across international borders. As part of his role with us, Mr Bentley is tasked with compliance and risk management, marketing, finance, as well as assisting with our strategy during our forecasted rapid growth period.

Mr. Bentley holds a Bachelor of Commerce and Administration degree, majoring in accountancy and commercial law from Victoria University of Wellington, New Zealand. 

Avi Geller. 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, 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. He previously served as the Executive Chairman at Axios Mobile Assets Corp. from September 2017 to June 2018.

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Louie Simens. Louie Simens has been served on our Board since December 2017 and as our interim non-executive Chairman since. 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.

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. Mr Simens has been a Director of Snow Lake Resources Ltd since November 2018 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, and during his time at Torian, Mr. Simens was instrumental in our recapitalization and turnaround.

Ian Pamensky. Mr 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 27 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. He is currently our Secretary of ASX listed companies, Dotz Nano Limited, Viridis Mining and Metals Limited, Loyal Lithium Limited and Nova Minerals Limited.

Mr Pamensky was previously the Company of Viridis Mining and Metals Limited, Torian Resources Limited, Secretary of Sky and Space Limited, e-Sense Lab Limited, Keybridge Capital Limited, Regal Resources Limited, Alliance Resources Limited and Octagonal Resources Limited

No family relationship exists between any of our directors and executive officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.

Compensation

Remuneration Principles

Remuneration of all executive and non-executive directors and officers is determined by the board of directors. Directors’ fees cover all board activities. Non-Executive directors do not receive any benefits on retirement. Remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors. The remuneration structures are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account:

● the capability and experience of the directors;

● the directors’ ability to control our performance;

● our performance including:

− our earnings.

− the growth in share price and returns on shareholder wealth.

The directors do not believe our financial or share price performance is an accurate measure when considering remuneration structures as we are in the mineral exploration industry. Companies in this industry do not have an ongoing source of revenue, as revenue is normally from ad-hoc transactions.

The more appropriate measure is the identification of exploration targets, identification and/or increase of mineral resources and reserves and our ultimate conversion from explorer status to mining status.

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Performance linked remuneration focuses on long-term incentives and was designed to reward key management personnel for meeting or exceeding their objectives.

At the 2020 Annual General Meeting of shareholders held on 21 December 2020, shareholders approved adoption by us of an Employee Share Option Plan (ESOP) and authorised directors to issue options at their discretion in accordance with the rules, up to the limits approved in accordance with the ASX Listing Rules. Under the terms of the ESOP, the Board may offer options to our directors, employees and contractors or any of its subsidiaries or related body corporates. A summary of the ESOP is set out in the Notice of 2020 Annual General Meeting which was released to ASX on 20 November 2020.

The aggregate number of options that may be issued under the ESOP shall not at any time exceed 150,000,000, in accordance with the shareholder approval obtained at the 2020 Annual General Meeting. The number of options that may be issued under the ESOP may be varied by majority shareholder resolution.

The approval of the ESOP include capacity for us to finance an acquisition of its own securities by providing a loan to recipients and for us to take security over its own securities in connection with such loans.

Executive Compensation

The following table sets forth all of the compensation awarded to, earned by or paid to each individual who served as directors and executive officers in year ended June 30, 2023.

	Short-term Benefits						Post Employment Benefits		Equity compensation		Total
June 30, 2023	Cash salary and fees A$		Cash bonus A$		Non Monetary* A$		Super- annuation A$		Options A$		A$
Directors
Christopher Gerteisen		374,208		-		-		-		598,007		972,215
Craig Bentley		112,000		-		-		-		230,835		342,835
Avi Geller		60,000		-		-		-		149,502		209,502
Louie Simens		268,000		-		-		-		598,007		866,007
Rodrigo Pasqua		59,545		-		-		-		83,723		143,268
Anna Ladd-Kruger (1)		50,684		-		-		-		83,723		134,407
Other Key Management Personnel
Ian Pamensky		51,332		-		-		-		74,751		126,083
Michael Melamed		115,826		-		-		-		74,751		190,577
		1,091,595		-		-		-		1,893,299		2,984,894

(1) Resigned in April 2023

Service Agreements

The following members of key personnel have service agreements as at June 30, 2023 as follows:

Christopher Gerteisen	Executive Director and Chief Executive Officer
Agreement commenced:	April 20, 2022
Details	Termination by Us: We must either give Mr Gerteisen’s twelve months’ written notice and, at the end of that notice period, make a payment to Mr Gerteisen’s 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 we commit a serious breach of the agreement and does not remedy that breach; or, otherwise, by providing twelve months written notice to us.
Base salary including superannuation	US$252,000 per year, inclusive of directors’ fees and superannuation (if applicable).

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Louie Simens	Executive Director and Interim Chairman
Agreement commenced:	April 20, 2022
Details	Termination by Us: We 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 we commit a serious breach of the agreement and does not remedy that breach; or, otherwise, by providing twelve months written notice to us.
Base salary including superannuation	A$228,000 per year, inclusive of directors’ fees and superannuation (if applicable).
Avi Geller	Non-Executive Director
Agreement commenced:	July 23, 2020
Details	This service agreement has no fixed term. Mr Geller can terminate the agreement at will. The Company can terminate it according with the terms of its Constitution.
Base salary including superannuation	A$60,000 per year for services as non-executive director, (inclusive of superannuation contributions, if applicable).
Craig Bentley	Director of Finance and Compliance and Director
Agreement commenced:	September 19, 2022
Details	Termination by Us: We 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 we commit a serious breach of the agreement and does not remedy that breach; or, otherwise, by providing twelve months written notice to us
Base salary including superannuation	A$120,000 per year, inclusive of directors’ fees and superannuation (if applicable).
Rodrigo Pasqua	Non-Executive Director
Agreement commenced:	May 1, 2022
Details	This service agreement has no fixed term. Mr Pasqua can terminate the agreement at will. The Company can terminate it according with the terms of its Constitution.
Base salary including superannuation	A$60,000 per year for services as non-executive director, (inclusive of superannuation contributions, if applicable) for up to 20 hours per month with any excess hours to be charged at A$300 per hour. Additional benefits comprising of 250,000 Unquoted Options each with an exercise price of $1.35 expiring 20 May 2023 (NVAUOP10)

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Anna Ladd-Kruger	Non-Executive Chairman (resigned April 28,2023)
Agreement commenced:	June 29, 2022 (until April 28, 2023)
Details	This service agreement has no fixed term. Ms. Lad-Kruger can terminate the agreement at will. The Company can terminate it according with the terms of its Constitution. MS Lad-Kruger resigned from the company on 28 April 2023.
Base salary including superannuation	C$60,000 per year for services as non-executive chairman, (inclusive of superannuation contributions, if applicable) for up to 20 hours per month with any excess hours to be charged at C$185 per hour. Additional benefits comprising of 250,000 Unquoted Options each with an exercise price of $1.35 expiring 20 May 2023 (NVAUOP10)
Michael Melamed	Chief Financial Officer
Agreement commenced:	April 27, 2022
Details	Either party may terminate this Agreement at any time by giving to the other notice in writing for a period of not less than three (3) months or in the case of the Company by providing an equivalent payment in lieu of such notice.
Base salary including superannuation	US$78,000 per year for services as chief financial officer, (inclusive of superannuation contributions, if applicable)

Ordinary Share holdings

As at June 30, 2023, the numbers of shares held by our directors and officers were as follows.

2023	Balance at start of the year		Received on conversion of performance rights		Received during the year on the exercise of options		Other changes during the year (1)		Balance at end of the year
Ordinary shares
Christopher Gerteisen		400,000		-		275,281		255,000		930,281
Michael Melamed		900,000		-		275,281		-		1,175,281
Craig Bentley		1,720,780		-		-		1,279,222		3,000,002
Anna Ladd-Kruger(2)		-		-		-		35,715		35,715
Rodrigo Pasqua		-		-		-		28,500		28,500
Avi Geller		1,618,985		-		550,562		120,630		2,290,177
Louie Simens		6,534,970		-		1,101,124		563,772		8,199,866
Ian Pamensky		45,000		-		55,618		-		100,618
Total ordinary shares		11,219,735		-		2,257,866		2,282,839		15,760,440

(1)	On market purchases and participation in fund raises
(2)	Closing balance at the date of resignation – Resigned in April 2023

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Options holdings

As at June 30, 2023, the numbers of options held by our directors and officers were as follows. Each option grants the right to receive one of our fully paid ordinary shares.

2023 Options	NVAOP3 - UNL OPT @ $1.10 EXP 30/11/24		NVAOP5 - UNL OPT @ $1.20 EXP 30/11/25		NVAOP6 - UNL OPT @ $2.35 EXP 7/10/23		NVAOP7 - UNL OPT @ $0.75 EX 29/12/23		NVAOP8 - UNL OPT @ $0.70 EXP 30/04/2024		TOTAL
Craig Bentley		71,429		750,000		200,000		-		72,929		1,094,358
Rodrigo Pasqua		14,250		250,000		-		-		950		265,200
Avi Geller		50,000		500,000		-		-		76,340		626,340
A Ladd-Kruger(1)		17,858		250,000		-		-		-		267,858
Louie Simens		214,286		2,000,000		-		-		273,330		2,487,616
Christopher Gerteisen		50,000		2,000,000		-		500,000		29,178		2,579,178
Ian Pamensky		-		250,000		-		100,000		3,354		353,354
Michael Melamed		-		250,000		-		-		39,177		289,177
Total Options		417,823		6,250,000		200,000		600,000		495,258		7,963,081

(1) Closing balance at the date of resignation – Resigned in April 2023

Performance rights

As at June 30, 2023, the number of performance rights held directly or indirectly by our directors and officers were as follows: Louie Simens – 200,000 Class A Performance Rights, 200,000 Class B Performance Rights and 400,000 class C performance rights; Christopher Gerteisen – 200,000 Class A Performance Rights, 200,000 Class B Performance Rights and 400,000 class C performance rights. Each performance right granted, is subject to the satisfaction of a performance condition, and entitles the holder to receive one of our fully paid ordinary shares.

There are three different classes of performance rights. Class A performance rights vest on completion of either a pre-feasibility study or a definitive feasibility study of the Korbel Main deposit, under certain conditions. Class B performance rights vest on completion of the first gold pour (defined as a minimum quantity of 500 oz) from the Korbel Main deposit. Class C performance rights vest on achieving of an EBITDA of more than A$20 million in the second-half reporting period following commencement of commercial operations at the Korbel Main deposit. All performance rights lapse on November 25,2026 subject to milestones.

2023	Balance at start of the year		Granted by the company		Expired		Converted to Ordinary shares		Balance at end of the year
Christopher Gerteisen(1)		800,000		-		-		-		800,000
Louie Siemens(2)		800,000		-		-		-		800,000
Total performance rights		1,600,000		-		-		-		1,600,000

(1) Mr Gerteisen owns 200,000 class A performance rights, 200,000 class B performance rights and 400,000 class C performance rights

(2) Mr Siemens owns 200,000 class A performance rights, 200,000 class B performance rights and 400,000 class C performance rights

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Board Practices

Introduction

Our Board of Directors is elected by and accountable to our shareholders. It currently consists of five directors, including two non-executive directors. The Chairman of our Board of Directors is responsible for the management of the Board of Directors and its functions.

Election of Directors

Directors are elected at our annual general meeting of shareholders. Under our Constitution, a director, other than a managing director, must not hold office for more than three years or beyond the third annual general meeting following his appointment (whichever is the longer period) without submitting himself for re-election. Our Board of Directors has the power to appoint any person to be a director, either to fill a vacancy or as an additional director (provided that the total number of directors does not exceed the maximum allowed by law), and any director so appointed may hold office only until the next annual general meeting (“AGM”) when he or she shall be eligible for election.

The appointment and expiration dates of each director in office on June 30, 2023 is as follows:

Name	Position	Year first appointed		Current term expires
Christopher Gerteisen	Executive Director and CEO		2019		—	(1)
Louie Simens	Executive Director and Interim Chairman		2017		2025	(2)
Craig Bentley	Director of Finance and Compliance and Director		2022		2025	(2)
Avi Geller	Non- Executive Director		2018		2023	(2)
Rodrigo Pasqua	Non-Executive Director		2022		2025	(2)

(1)	According to our Constitution, a Managing Director’s appointment is not subject to expiration.
(2)	According to the Company Constitution, one third of Directors need to retire by rotation every year and stand for re-election at the next AGM

Corporate Governance

ASX Corporate Governance Principles

In Australia, there are no defined corporate governance structures and practices that must be observed by a company listed on the ASX, except that entities are required to have trading policies for key management personnel and entities of a certain size are required to have audit and remuneration committees . Instead, the ASX Corporate Governance Council has published the Corporate Governance Principles and Recommendations, which contains what are called the Recommendations which articulate eight core principles which are intended to provide a reference point for companies about their corporate governance structures and practices. Under ASX Listing Rule 4.10.3, companies are required to provide a statement for release to the ASX disclosing the extent to which they have followed the Recommendations in the reporting period and where they have not followed all the Recommendations, identify the Recommendations that have not been followed, and the reasons for not following them and what (if any) alternative governance practices it adopted in lieu of the recommendations during that period. It is not mandatory to follow the Recommendations. We believe we are in material compliance with the Recommendations except where otherwise stated in our periodic disclosures.

Non-Executive and Independent Directors

Australian law does not require a company to appoint a certain number of independent directors to its board of directors or audit committee. However, under the Corporate Governance Principles and Recommendations, the ASX recommends, but does not require, that an ASX-listed company have a majority of independent directors on its board of directors. Our Board of Directors has determined that each of Mr Avi Gellar and Mr Rodrigo Pasqua qualifies as an independent director under the requirements of the ASX.

Our Board of Directors does not have regularly scheduled meetings at which only independent directors are present. The Board of Directors meet regularly and independent directors are expected to attend all such meetings.

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Committees of the Board of Directors

Audit Committee. Nasdaq Capital Market Rules require us to establish an audit committee comprised of at least three members, each of whom is financially literate and satisfies the respective “independence” requirements of the SEC and Nasdaq Capital Market and one of whom has accounting or related financial management expertise at senior levels within a company.

Our Audit Committee assists our Board of Directors in overseeing the accounting and financial reporting processes of our company and audits of our financial statements, including the integrity of our financial statements, compliance with legal and regulatory requirements, our independent public accountants’ qualifications and independence, and independent public accountants, and such other duties as may be directed by our Board of Directors. The Audit Committee is also required to assess risk management.

Our Audit Committee will consist of three board members at the time of listing on the Nasdaq Capital Market, Rodrigo Pasqua, Craig Bentley and Avi Geller. Each of Rodrigo Pasqua and Avi Geller satisfies the “independence” requirements of the U.S. Securities and Exchange Commission and Nasdaq Capital Market Company Guide. As permitted by the Nasdaq Capital Market Rules and Rule 10A-3 under the Exchange Act, we will appoint a third independent board member to the Audit Committee within one year of listing on Nasdaq Capital Market at which time our Audit Committee will have three (3) members, all of whom will be independent directors. The audit committee will meet at least two times per year.

Corporate Governance Requirements under Nasdaq Capital Market listing rules.

As we are incorporated in Australia, we are allowed to follow Australian “home country” corporate governance practices in lieu of the otherwise applicable Nasdaq Capital Market corporate governance standards, as long as we disclose each requirement under the listing standards of the Nasdaq Capital Market that we do not follow and describe the home country practice we follow in lieu of the relevant Nasdaq Capital Market corporate governance standards. We intend to take all actions necessary to maintain compliance with applicable corporate governance requirements under the rules adopted by the SEC and listing standards of Nasdaq Capital Market. We follow Australian corporate governance practices in lieu of the corporate governance requirements of the Nasdaq Capital Market Company Guide in respect of:

● Nasdaq Rule 5620(c) requires a quorum for a company’s shareholders consist of holders of no less than 33 1/3% of the outstanding shares of our voting stock — The ASX Listing Rules do not have an express requirement that each issuer listed on ASX have a quorum of any particular number of the outstanding ordinary shares, but instead allow a listed issuer to establish its own quorum requirements. Our quorum is currently ● persons who are entitled to vote. We believe this quorum requirement is consistent with the requirements of the ASX and is appropriate and typical of generally accepted business practices in Australia and will therefore claim an exemption from Section 123.

● Nasdaq Rules 5635 et seq.  require companies to obtain shareholder approval prior to the issuance of securities in connection with certain acquisitions, private placements of securities, or the establishment or amendment of certain share option, purchase or other compensation plans. Applicable Australian law and the ASX Listing Rules differ from the Nasdaq Capital Market requirements, with the ASX Listing Rules providing generally for prior shareholder approval in numerous circumstances, including (i) issuance of equity securities exceeding 15% (or 25% under certain circumstances) of issued share capital in any 12-month period (but, in determining the 15% limit, securities issued under an exception to the rule or with shareholder approval are not counted), (ii) issuance of equity securities to related parties (as defined in the ASX Listing Rules) and (iii) issuances of securities to directors or their associates under an employee incentive plan. We will therefore claim exemptions from Nasdaq Rules 5635.

● Nasdaq Rule 5605 sets forth requirements relating to director independence, including the requirements that a majority of the board of directors must be comprised of independent directors and that independent directors must have regularly scheduled meetings at which only independent directors are present — The Nasdaq and ASX definitions of what constitute an independent director are not identical and the requirements relating to the roles and obligations of independent directors are not identical. The ASX, unlike Nasdaq, permits an issuer to establish its own materiality threshold for determining whether a transaction between a director and an issuer affects the director’s status as independent and it does not require that a majority of the issuer’s board of directors be independent, as long as the issuer publicly discloses this fact. In addition, the ASX does not require that the independent directors have regularly scheduled meeting at which only independent directors are present. We believe that our Board composition is consistent with the requirements of the ASX and that it is appropriate and typical of generally accepted business practices in Australia.

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● Nasdaq Rule 5605-2 requires independent directors to meet at least annually in executive sessions. We expect to claim an exemption from this requirement as the ASX Listing Rules and the Corporations Act do not require the independent directors of an Australian company to have such executive sessions.

● Nasdaq Rule 5605(e) requires that a company have a nominations committee  — The ASX Listing Rules do not have an express requirement that each issuer listed on ASX have a nominations committee. We expect to rely on an exemption from the requirement to constitute a nominations committee under the Nasdaq  listing rules and we seek to claim such exemption as we do not have, and the ASX Listing Rules do not require us to have, a nominations committee.

● Nasdaq Rule 5605(d) requires that a company have a compensation committee  — The ASX Listing Rules do not have an express requirement that each issuer listed on ASX have a compensation committee. We expect to rely on an exemption from the requirement to constitute a compensation committee under the Nasdaq listing rules and we seek to claim such exemption as we do not have, and the ASX Listing Rules do not require us to have, a compensation committee

● Nasdaq Rule 5605(d) requires that compensation of an issuer’s officers must be determined, or recommended to the Board for determination, either by a majority of the independent directors, or a compensation committee comprised solely of independent directors, and that director nominees must either be selected, or recommended for the Board’s selection, either by a majority of the independent directors, or a nominations committee comprised solely of independent directors. The Nasdaq compensation committee requirements are not identical to the ASX remuneration and nomination committee requirements. Issuers listed on the ASX are recommended under applicable listing standards to establish a remuneration committee consisting of a majority of independent directors and an independent chairperson, or publicly disclose that it has not done so. We do not have a compensation committee.

Indemnification of Directors and Officers

Our Constitution provides that, we may indemnify a person who is, or has been, a director or an officer of our company, to the full extent permissible by law, out of our property against any liability incurred by such person as a director or an officer in defending proceedings, whether civil or criminal. The indemnification is subject to specific circumstances where we are not able to provide an indemnity under applicable Australian law.

In addition, our Constitution provides that to the extent permitted by law, we may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been a director or an officer of our company or one of our subsidiaries against any liability:

● incurred by the person in his or her capacity as a director or an officer of our company or a subsidiary of our company, and

● for costs and expenses incurred by that person in defending proceedings relating to that person acting as our director or an officer, whether civil or criminal.

We maintain a directors’ and officers’ liability insurance policy. We have established a policy for the indemnification of our directors and officers against certain liabilities incurred as a director or officer, including costs and expenses associated in successfully defending legal proceedings

Employees

As of the date of this prospectus, we had one full time employee. All personnel are on contracts for services provided.

Each of our full-time employees has entered into an agreement with an unlimited term. We may only terminate the employment of any of our employees in accordance with the relevant employee’s contract of employment.

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Our standard contract of employment for full time provides that we can terminate the employment of an employee without notice for serious misconduct or with between one to six months’ notice without cause (as set out in the relevant employee’s contract of employment).

Share Ownership

For a description of arrangements involving the employees in the capital of the company, including any arrangement that involves the issue or grant of options or shares or securities of the company, see “Compensation”.

Securities Ownership of Senior Management and Directors

The following table sets forth certain information as of June 30, 2023 regarding the ownership of our ordinary shares by each of our directors and senior management and by all of our directors and senior management as a group. The percentages shown are based on 210,889,958 ordinary shares issued and outstanding as of June 30, 2023.

Name	Number of Ordinary Shares Owned		Percentage of Ownership
Christopher Gerteisen		930,281		0.44	%
Michael Melamed		1,175,281		0.56	%
Craig Bentley		3,000,002		1.42	%
Rodrigo Pasqua		28,500		0.01	%
Anna Ladd-Kruger(1)		35,715		0.01	%
Avi Geller		2,290,177		1.09	%
Louie Simens		8,199,866		3.89	%
Ian Pamensky		100,618		0.05	%
All directors and executive officers–		15,760,440		7.46	%

(1) Closing balance at the date of resignation – Resigned in April 2023

Code of Conduct

We have adopted a Code of Conduct applicable to all of our directors, officers and employees. Our Code of Conduct is available on our website at www.novaminerals.com.au. We post on our website all disclosures that are required by law or the listing standards of Nasdaq Capital Market concerning any amendments to, or waivers from, any provision of the Code of Conduct. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Registration Statement.

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MAJOR SHAREHOLDERS

As of June 30, 2023, there were no persons known by us to be the beneficial owner of more than 5% of our ordinary shares based on 210,889,958 ordinary shares outstanding at June 30, 2023. For information regarding securities ownership of our directors and senior management, see “Share Ownership – Securities Ownership of Senior Management and Directors.”

RELATED PARTY TRANSACTIONS

In addition to the compensation arrangements discussed under “Management,” “Our Corporate History,” “Our Corporate Structure” and “Material Contracts” the following is a description of the material terms of those transactions with related parties to which we are party and which we are required to disclose pursuant to the disclosure rules of the SEC.

During the years ended June 30, 2020 and 2019, A$10,271 (approximately US$17,201) and A$15,526 (approximately US$26,002), respectively, was paid to AK81 Pty Ltd for an office rental. Mr. Avi Kimelman, a director of our company during this time, was also a director of AK81 Pty Ltd.

During the year ended June 30, 2020, A$4,203 (approximately US$7,039) was paid to us as a contribution to office rent by Cohiba Minerals Limited, a company of which Mr. Avi Kimelman was a director.

There were no related party transactions in 2021.

During the year ended June 30, 2022 the following payments were made to related parties.

A$33,066 (approximately US$22,779) was paid to Benison Contractors Pty Ltd a company of Louie Siemens for Snow Lake Resources director fees

A$6,533 (approximately US$4,500) was paid to Christopher Gerteisen for Snow Lake Resources consulting fees

A$1,700 (approximately US$1,171) was paid to Speedy Investments Pty Ltd a company of Craig Bentley for consulting fees

A$12,160 (approximately US$8,377) was paid to Harpia Group AG a company of Rodrigo Pasqua for consulting fees

Louie Siemens and Christopher Gerteisen, who currently serve as our directors, are also shareholders of AK Minerals Pty Ltd., or AK Minerals, which has an Incorporated Joint Venture Agreement with us and is also a party to the Minerals Royalty Agreement. See ‘Business-Material Contracts” for further discussion of the above referenced Incorporated Joint Venture Agreement and Minerals Royalty Agreement.

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DESCRIPTION OF SHARE CAPITAL

General

We are a public company limited by shares incorporated under the Corporations Act by the Australian Securities and Investments Commission, or the ASIC. Our corporate affairs are principally governed by our constitution, the Corporations Act, the listing rules of the ASX and, if we are approved for listing, the listing rules of Nasdaq Capital Market.

The following is a description of the material terms of our share capital as set forth in our constitution, the common law applicable in Australia and certain related sections of the Corporations Act. For more detailed information, please see our constitution, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part

In general our constitution addresses similar matters to those typically addressed in a U.S. company’s charter documents. Notably, however we do not have a limit on our authorized share capital, the concept of par value is not recognized under Australian law, and as further discussed under “—Our Constitution.”

Share Capital

Subject to our constitution, the Corporations Act, the listing rules of the ASX and Nasdaq Capital Market (if we are approved for listing), and any other applicable law, we may at any time issue shares and give any person a call or option over any shares on any terms, with preferential, deferred or other special rights, privileges or conditions or with restrictions and for the consideration and other terms that the directors determine. We may only issue preference shares if the rights attaching to the preference shares (including relating to repayment of capital, participation in surplus assets and profits, cumulative and non-cumulative dividends, voting and priority of payment of capital and dividends in respect of other shares (including ordinary shares)) are set out in our constitution or otherwise approved by special resolution passed at a general meeting of shareholders, in either case prior to the issue of such preference shares. We do not currently have any preference shares on issue.

Subject to the requirements of our constitution, the Corporations Act, the listing rules of the ASX and Nasdaq Capital Market (if we are approved for listing), and any other applicable law, including relevant shareholder approvals, we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital in any manner (provided that the reduction is fair and reasonable to our shareholders as a whole, does not materially prejudice our ability to pay creditors and obtains the necessary shareholder approval) or buy back our ordinary shares whether under an equal access buy-back or on a selective basis.

Ordinary Shares

The holders of our ordinary shares are entitled to one vote for each share held at any meeting of the shareholders, subject to any voting exclusion or restriction on a resolution-by-resolution basis. Subject to the prior rights of the holders of any preference shares, the holders of our ordinary shares will be entitled to receive dividends as and when declared by our board of directors. Subject to the prior payment to the holders of any preference shares where the terms of such preference shares provide for same, in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders, the holders of our ordinary shares will be entitled to share pro rata in the distribution of the balance of our assets. Holders of ordinary shares have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our ordinary shares. There is no provision in our constitution requiring holders of ordinary shares to contribute additional capital, or permitting or restricting the issuance of additional securities or any other material restrictions. The rights, preferences and privileges of the holders of ordinary shares will be subject to, and may be adversely affected by, the rights of the holders of any preference shares that we may issue in the future (which, as noted above, are subject to receipt of prior shareholder approval). For a more complete description of the rights attaching to our ordinary shares, please see “—Our Constitution” below.

Performance Rights

Class A performance rights, class B performance rights and class C performance rights have common terms but for the milestone applicable for conversion.

(a)	A Performance Right is a right to receive a fully paid ordinary share in the capital of the Company (Share) subject to satisfaction of an Applicable Milestone (refer below).
(b)	A Performance Right shall convert to a Share upon and subject to satisfaction of an Applicable Milestone.

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(c)	A Performance Right for which an Applicable Milestone has not been satisfied lapses on the date which is five years from issue of that Performance Right, November 25, 2026 (Lapse Date).
(d)	A Performance Right does not entitle the holder to attend or vote on any resolutions proposed at a general meeting of our shareholders.
(e)	A Performance Right does not entitle the holder to any dividends.
(f)	Upon our winding up, a Performance Right may not participate in our surplus profits or assets .
(g)	A Performance Right is not transferable unless otherwise determined by the Board or a delegate of the Board.
(h)	A Performance Right does not lapse upon the termination or resignation of the holder.
(i)	In the event that our issued capital is reconstructed, and we listed on ASX at the relevant time, all rights of a holder will be changed to the extent necessary to comply with the ASX Listing Rules at the time of reorganization provided that, subject to compliance with the ASX Listing Rules, following such reorganization the economic and other rights of the Holders are not diminished or terminated.
(j)	This clause applies whilst the Company is listed on ASX. Performance Rights will not be quoted on ASX. Upon conversion of a Performance Right into a Share in accordance with these terms, we must within seven days from the date of conversion, apply for and use best endeavors to obtain official quotation on ASX of the Shares arising from conversion.
(k)	Subject to compliance with applicable law (including the ASX Listing Rules as they apply to the Company), Performance Rights shall immediately convert to Shares upon a Change of Control occurring. Change of Control means:

a.	a bona fide takeover bid is declared unconditional and the bidder has acquired a relevant interest in over 50% of our issued shares;
b.	the sale of all or substantially all of our assets of;
c.	a court approves under section 411(4)(b) of the Corporations Act, a proposed compromise arrangement for the purpose of, or in connection with, our scheme for the reconstruction or our amalgamation with any other company or companies; or
d.	in any other case, a person obtains voting power in us that the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring the voting power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

(l)	Holders of Performance Rights will not be entitled to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
(m)	This clause applies whilst we are listed on ASX. The terms of the Performance Rights may be amended as necessary by the Board to comply with the ASX Listing Rules, or any direction of ASX regarding the terms provided that, subject to compliance with the ASX listing rules, following such amendment, the economic and other rights of the Holder are not diminished or terminated.
(n)	A Performance Right gives the Holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
(o)	A Performance Right will convert into a Share upon the achievement of an Applicable Milestone to that Performance Right prior to the Lapse Date. An Applicable Milestone for a Performance Right will be specified in the terms of issue of or invitation to apply for the Performance Right.
(p)	In the event an Applicable Milestone is satisfied prior to the Lapse Date, Performance Rights held by a Holder will convert into an equal number of Shares.
(q)	If an Applicable Milestone for a Performance Right is not achieved by the Lapse Date, all Performance Rights will lapse and be deemed to have been cancelled without payment or other compensation to the Holder.

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(r)	The Shares into which the Performance Rights will convert will rank pari passu in all respects with existing Shares and, if we are listed on ASX, an application will be made by us to ASX for official quotation of the Shares issued upon conversion.
(s)	The conversion of Performance Rights is subject to compliance at all times with the ASX Listing Rules we are listed on ASX at the relevant time and the Corporations Act

The following are the applicable milestones for the class A and class B performance rights:

Class A	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 us 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.
Class B	Completion of the first gold pour (defined as a minimum quantity of 500 oz) from the Korbel Main deposit
Class C	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.

Options

We have granted to employees, consultants and directors options to purchase 11,250,000 ordinary shares under the ESOP and we currently have 3,750,000 remaining options available for issuance under the ESOP. See “Management—2020 Share Option Plan.”

Convertible Note

On November 21, 2022, we entered into a convertible note facility with Nebari Gold Fund LLP,1. As of December 31, 2022, we have drawn down US$5 million on the facility. The key terms of the facility are:

● Amount: Up to US$7 million in funds is available as an unsecured senior debt in 2 tranches. A fixed amount of US$5 million was drawn down immediately and up to an additional US$2 million is available upon mutual agreement

● Term: 24 months from the closing date

● Discount: Original issue discount of 2.778% of the tranche 1 principal only, added to the principal amount

● Coupon: 6% per annum, adjusted by the delta over a 3% SOFR floor with an upper limit and with an initial 9-month interest holiday period to be capitalized into the principal amount

● Setup Fee: 1% on the drawdown of the tranche 1 principal and 1% of the tranche 2 principal if it is also drawn down

● Conversion: Nebari has the option to convert up to 100% of the principal, plus any accrued interest (“Conversion Amount”) at a Conversion Price of A$1.02 (Conversion Price calculated based on the agreement which states the Conversion Price is equal to a 30% premium to the volume weighted average price (VWAP) of our 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, subject to standard anti-dilution adjustments).

● Forced Conversion: If our share price is greater than 150% of the Conversion Price (A$1.53), then we at ouroption may elect to force Nebari to convert the Conversion Amount, at the Conversion Price

● Voluntary Prepayment: In addition to voluntary prepayment in cash, we 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, we will also issue Nebari options to subscribe for our shares, with a 2 year expiry period from the date of the options issuance, at a strike price of A$1.09 ( Strike price calculated based on the agreement which states the strike price is equal to a 40% premium to the VWAP of our 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 and in the amount of 80% of the Prepayment Amount divided by the Strike Price.

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Changes in Share Capital

As of the date of this prospectus, we had 210,889,958* ordinary shares (which were held by approximately 6,110 shareholders of record), options to purchase 22,322,161 ordinary shares at a weighted-average exercise price of A$0.96 (approximately US$0.64) per share, 11,250,000 ordinary shares that are reserved for issuance under our employee share option plan, class A performance rights for 600,000 ordinary shares, class B performance rights for 600,000 ordinary shares issued and class C performance rights for 1,200,000 ordinary shares issued outstanding.

* At 30 June 2023.

For the past three years through the date of this prospectus, the following events have changed our issued and outstanding ordinary shares.

● From July 1, 2020 through June 30, 2021, we issued 43,547,648 ordinary shares upon the exercise of options granted in connection with capital raise transactions. Exercise price was A$0.325 (US$0.21)

● From July 1, 2020 through June 30, 2021, we issued 1,800,000 ordinary shares upon the exercise of options granted in connection with capital raise transactions.

● From July 1, 2021 through June 30, 2022, we issued 1,200,000 ordinary shares upon the exercising of performance rights granted to officers and employees.

● From July 1, 2022 through June 30, 2023, we issued 3,458,990 ordinary shares upon the exercising of employee options granted to officers and employees.

● In May 2021 we cancelled 700,000 Ordinary Shares as part of a Share Buy-Back

● On January 10, 2020, we issued 9,148,938 ordinary shares at an issue price of A$0.47 (approximately US$0.31) per share

● In October 2020, we issued 3,142,857 ordinary shares to institutional shareholders at an issue price of A$0.70 (approximately US$0.46) per share. On the Conversion of Convertible Notes to Ordinary Shares

● In November 2020, we issued 12,352,941 ordinary shares to institutional shareholders at an issue price of A$1.70 (approximately US$1.12) per share.

● In October 2021, we issued 10,909,091 ordinary shares to institutional shareholders at an issue price of A$1.10 (approximately US$0.73) per share.

● Between November 2022 and February 2023, we issued 27,228,501 ordinary shares to institutional shareholders at an issue price of A$0.70 (approximately US$0.46) per share.

● In May 2023, we issued 182 ordinary shares to institutional shareholders at an issue price of A$0.70 (approximately US$0.46) per share on the exercise of unquoted options.

Our Constitution

In general our constitution addresses similar matters to those typically addressed in the bylaws of a U.S. corporation. It does not provide for or prescribe any specific objectives or purposes of our company. Our constitution is subject to the terms of the ASX listing Rules and the Corporations Act. It may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders (in person or by proxy) entitled to vote on the resolution.

Under Australian law, a company has the legal capacity and powers of an individual both within and outside Australia. The material provisions of our constitution are summarized below. This summary is not intended to be complete nor to constitute a definitive statement of the rights and liabilities of our shareholders and is qualified in its entirety by reference to the complete text of our constitution, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

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Interested Directors

A director or that director’s alternate who has a material personal interest in a matter, contract or arrangement that is being considered at a directors’ meeting must not be present while the matter is being considered at the meeting or vote in respect of that matter according to our constitution unless permitted to do so by the Corporations Act, in which case such director may (i) be counted in determining whether or not a quorum is present at any meeting of directors considering that contract or arrangement or proposed contract or arrangement; (ii) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.

Unless a relevant exception applies, the Corporations Act requires our directors to provide disclosure of any material personal interest and prohibits directors from voting on matters in which they have a material personal interest and from being present and counted when determining if a quorum is present at the meeting while the matter is being considered. In addition, subject to certain exceptions the Corporations Act and the listing rules of the ASX and Nasdaq Capital Market (if we are approved for listing) may require shareholder approval of any provision of related party benefits to our directors, unless a relevant exception applies.

Directors’ Compensation

Our non-executive directors are paid remuneration for their services as directors. Subject to the listing rules of the ASX and Nasdaq Capital Market (if we are approved for listing), non-executive directors as a whole may be paid or provided remuneration for their services a total amount or value not to exceed $500,000 per annum. Subject to the listing rules of the ASX and Nasdaq Capital Market (if we are approved for listing), the aggregate, capped sum for non-executive directors’ remuneration is to be divided among the non-executive directors in such proportion as the directors themselves agree and in accordance with our constitution. The capped sum remuneration for non-executive directors may not be increased except at a general meeting of shareholders and the particulars of the proposed increase are required to have been provided to shareholders in the notice convening the meeting in accordance with the listing rules of ASX. In addition, our board of directors may fix the remuneration of each executive director, which may comprise salary or commission on or participation in our profits (or comprising a combination of each) as our directors determine.

Fees payable to our non-executive directors must be by way of a fixed sum and not by way of a commission on or a percentage of profits or operating revenue. Remuneration paid to our executive directors must also not include a commission or percentage of operating revenue.

Pursuant to our constitution, any director who performs extra services or makes any special exertions, whether in going or residing abroad or otherwise for any of the purposes of our company, that director may be paid an additional sum for those services and exertions.

In addition to other remuneration provided in our constitution, all of our directors are entitled to be paid by us for all travelling and other expenses properly incurred by the directors in attending general meetings, board meetings, committee meetings or otherwise in connection with our business.

In addition, in accordance with our constitution, a director may be paid a retirement benefit as determined by our board of directors subject to the requirements of the Corporations Act.

Borrowing Powers Exercisable by Directors

Pursuant to our constitution, the management and control of our business affairs are vested in our board of directors. Our board of directors has the power to raise or borrow money or obtain other financial accommodation for the purposes of our company, and may grant security for the repayment of that sum or sums or the payment, performance or fulfilment of any debts, liabilities, contracts or obligations incurred or undertaken by our company in any manner and upon any terms and conditions as our board of directors deems appropriate, subject to the provisions of applicable law including the Corporations Act as it relates to related party transactions.

Retirement of Directors

Pursuant to our constitution, one-third of our directors (other than the managing director) must retire from office at every annual general meeting. If the number of directors (other than the managing director) is not a multiple of three, then the number nearest, to but not exceeding, one-third must retire from office. The directors who retire in this manner are required to be the directors or director longest in office since last being elected. A director must retire from office at the conclusion of the third annual general meeting after which the director was elected. A retiring director remains in office until the end of the meeting and will be eligible for re-election at the meeting. In addition, a director appointed to fill a casual vacancy between annual general meetings must retire at the next annual general meeting following their appointment and are eligible for election.

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Rights and Restrictions on Classes of Shares

The rights attaching to our ordinary shares are detailed in our constitution. Our constitution provides that, subject to the Corporations Act, the ASX’s listing rules and our constitution, our directors may issue shares with preferential, deferred or special rights, privileges or conditions or with any restrictions, whether in relation to dividends, voting, return of share capital, or otherwise as our board of directors may determine. Subject to the Corporations Act, the ASX’s listing rules and our constitution, we may issue further shares on such terms and conditions as our board of directors resolve (see also “—Change of Control”). We may only issue preference shares if the rights attaching to the preference shares (including relating to repayment of capital, participation in surplus assets and profits, cumulative and non-cumulative dividends, voting and priority of payment of capital and dividends in respect of other shares (including ordinary shares)) are set out in our constitution or otherwise approved by special resolution passed at a general meeting, in either case prior to the issue of such preference shares. We do not currently have any preference shares on issue. Our outstanding share capital consists of only one class of shares, being ordinary shares.

Dividend Rights

Under the Corporations Act, a company must not pay a dividend unless (a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; (b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and (c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors. Subject to this requirement, our board of directors may from time to time determine to pay and declare dividends to shareholders. All dividends unclaimed for one year after the time for payment has passed may be invested or otherwise made use of by our board of directors for our benefit until claimed or until dealt with under any law relating to unclaimed moneys. There have been no dividends paid to shareholders to date.

Voting Rights

Under our constitution, and subject to any voting exclusions imposed under the ASX’s listing rules (which typically exclude parties from voting on resolutions in which they have an interest), the rights and restrictions attaching to a class of shares, each shareholder has one vote on a show of hands at a meeting of the. On a poll vote, each shareholder shall have one vote for each fully paid share and a fractional vote for each share held by that shareholder that is not fully paid, such fraction being equivalent to the proportion of the amount that has been paid to such date on that share. We do not currently have any partly paid shares on issue. The current ASX Recommendations recommend that the voting by ASX-listed entities be conducted by way of a poll on all substantive resolutions. Shareholders may vote in person or by proxy, attorney or representative. Under Australian law, shareholders of a public company are generally not permitted to approve corporate matters by written consent. Our constitution does not provide for cumulative voting.

Under Australian law, an ordinary resolution is passed if a majority of the votes cast on the resolution (in person or by proxy) by members entitled to vote on the resolution are in favor of the resolution and a special resolution is passed if at least 75% of the votes cast on the resolution (in person or by proxy) are in favor of the resolution.

ADSs holders may not directly vote at a meeting of the shareholders but may instruct the depositary to vote the number of deposited ordinary shares that their ADSs represent.

Right to Share in Our Profits

Pursuant to our constitution, our shareholders are entitled to participate in our profits only by payment of dividends. Our board of directors may from time to time determine to pay dividends to the shareholders. However, any such dividend may only be payable in accordance with the requirements set out in the Corporations Act described above.

Rights to Share in the Surplus in the Event of Winding Up

Our constitution provides for the right of shareholders to participate in a surplus in the event of our winding up, subject to the rights attaching to a class of shares.

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No Redemption Provision for Ordinary Shares

There are no redemption provisions in our constitution in relation to ordinary shares. Under our constitution, shares may be issued and allotted, which are liable to be redeemed. Under the Corporations Act, redeemable preference shares may only be redeemed if those preference shares are fully paid-up and payment in satisfaction of redemption is out of profits or the proceeds of a new issue of shares made for the purposes of the redemption.

Variation or Cancellation of Share Rights

Subject to the Corporations Act, the listing rules of the ASX and Nasdaq Capital Market (if we are approved for listing), and the terms of issue of shares of that class, the rights and privileges attached to shares in a class of shares may only be varied or cancelled by a special resolution, together with either (i) a special resolution passed at a meeting of members holding shares in the class; or (ii) the written consent of members with at least 75% of the shares in the class.

Directors May Make Calls

Our constitution provides that subject to compliance with the Corporations Act and the terms on which partly paid shares are issued, directors may make calls on the holders of the shares for any money unpaid on them. We do not currently have any partly paid shares on issue.

General Meetings of Shareholders

General meetings of shareholders may be called by our board of directors. Except as permitted under the Corporations Act, shareholders may not convene a meeting. The Corporations Act requires the directors to call and arrange to hold a general meeting on the request of shareholders with at least 5% of the votes that may be cast at a general meeting. Notice of the proposed meeting of our shareholders is required at least 28 days prior to such meeting under the listing rules of ASX. Certain resolutions require approval of 75% or more (by number of shares) of the shareholders entitled and present to vote on the relevant resolution, including but not limited to changing the name of the company, amending or replacing the constitution of the company or changing the status of the company from public to private. Other resolutions only require the approval of 50% or more (by number of shares) of the shareholders entitled and present to vote on the relevant resolution, including to consolidate or sub-divide the issued capital of the company, to approve the appointment of the auditor and to approve the giving of a financial benefit to a related party.

Foreign Ownership Regulation

Our constitution does not impose specific limitations on the rights of non-residents to own securities in us. However, acquisitions and proposed acquisitions of securities in Australian companies may be subject to review and approval by the Australian Federal Treasurer under the Foreign Acquisitions and Takeovers Act 1975 (Cth), and the Foreign Acquisition and Takeovers Regulations 2015, or the FATA, which generally applies to acquisitions or proposed acquisitions:

● by a foreign person or their associates (as defined in the FATA) of a direct interest (generally constituted by an interest of 10% or more) in a company which operates a business that meets the criteria of a ‘national security business’ regardless of value;

● by ‘foreign government investors’ (as defined in the FATA) acquiring a direct interest (generally constituted by an interest of 10% or more) in a company regardless of value;

● by a foreign person (as defined in the FATA) or associated foreign persons that would result in such persons having an interest in 20% or more of the issued shares of, or control of 20% or more of the voting power in, an Australian company; and

● by non-associated foreign persons that would result in such foreign persons having an aggregate interest in 40% or more of the issued shares of, or control of 40% or more of the voting power in, an Australian company, where the Australian company is valued above the monetary threshold prescribed by FATA (as set out above).

However, no such review or approval under the FATA is required if the foreign acquirer is a U.S. entity or an entity from certain other countries and the value of the Australian target is less than A$1,339 million (approximately US$907 million).The above should be considered an overview only. The application of the FATA is complex and requires an assessment of the circumstances and nature of a particular investment. For example, varying rules exist for acquisitions in agricultural land or businesses deemed to be ‘sensitive businesses.

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The Australian Federal Treasurer may prevent a proposed acquisition in the above categories or impose conditions on such acquisition if the Treasurer is satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian company in contravention of the FATA, the Australian Federal Treasurer may make a range of orders including an order the divestiture of such person’s shares or interest in shares in that Australian company. There are also civil and criminal penalties which may apply to breaches of the FATA.

In addition, if we were to become a ‘foreign person’ for the purposes of the FATA we would be required to obtain the approval of the Australian Treasurer to undertake certain acquisitions of Australian entities or businesses.

Ownership Threshold

There are no specific provisions in our constitution that require a shareholder to disclose ownership above a certain threshold. The Corporations Act, however, requires a shareholder to notify us and the ASX once it, together with its associates, acquires a 5% relevant interest in our ordinary shares, at which point the shareholder will be considered to be a “substantial” shareholder. Further, once a shareholder owns (alone or together with associates) a 5% relevant interest in us, such shareholder must notify us and the ASX of any increase or decrease of 1% or more in its holding of our ordinary shares and must also notify us and the ASX on its ceasing to be a “substantial” shareholder.

Issues of Shares and Change in Capital

Subject to our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, we may at any time issue shares and grant options or warrants on any terms, with preferred, deferred or other special rights and restrictions and for the consideration and other terms that the directors determine. Pursuant to the ASX Listing Rules, our Board may (at its discretion) issue securities to persons or entities who are not ‘related parties’ (as defined in detail in the ASX Listing Rules, however includes directors, their parents and children and other associated companies) without approval from shareholders if such issue, when aggregated with securities issued within the past twelve months, would be an amount that would exceed 15% of our issued ordinary share capital at the commencement of that 12-month period (“Placement Capacity”). Certain issues are excluded from the calculation of issues which reduce the Placement Capacity, including any approval made with shareholder approval or issues under an approved ESOP. Certain ASX listed entities can seek shareholder approval to increase the Placement Capacity by a further 10% (i.e. to 25% of our issued ordinary share capital) at annual general meetings (“Additional Capacity”). The Additional Capacity is subject to certain further restrictions (including a requirement that securities issued under the Additional Capacity must be quoted securities and must be issued for cash at not more than a 25% market discount). We obtained approval for the Additional Capacity at its 2021 Annual General Meeting. Other allotments of securities require approval by our shareholders subject to certain exemptions existing under the ASX Listing Rules.

Subject to the requirements of our Constitution, the Corporations Act, the ASX Listing Rules and any other applicable law, including relevant shareholder approvals, we may consolidate or divide our share capital into a larger or smaller number by resolution, reduce our share capital (provided that the reduction is fair and reasonable to our shareholders as a whole and does not materially prejudice our ability to pay creditors) or buy back our ordinary shares whether under an equal access buy-back or on a selective basis.

Change of Control

Takeovers of listed Australian public companies, including us, are regulated by the Corporations Act, which prohibits the acquisition of a “relevant interest” in issued voting shares in a listed company if the acquisition will lead to that person’s or someone else’s voting power in our company (when aggregated with their “associates”) increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.

Generally, a person will have a relevant interest in securities if the person: (i) is the holder of the securities (other than if the person holds those securities as a bare trustee); (ii) has power to exercise, or control the exercise of, a right to vote attached to the securities; or (iii) has the power to dispose of, or control the exercise of a power to dispose of, the securities.

If, at a particular time, a person has a relevant interest in issued securities and the person (whether before or after acquiring the relevant interest) has (i) entered into an agreement with another person with respect to the securities; (ii) given another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a condition); or (iii) granted an option to, or has been or is granted an option by, another person with respect to the securities, and the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised, then the other person is taken to have a relevant interest in the relevant securities.

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There are a number of exceptions to these takeover provisions. In general terms, some of the more significant exceptions include:

● when the acquisition results from the acceptance of an offer under a formal takeover bid;

● when the acquisition is conducted on market by or on behalf of the bidder during the bid period for a full takeover bid that is unconditional or only conditional on certain ‘prescribed’ matters set out in the Corporations Act;

● when the acquisition has been previously approved by our shareholders by resolution passed at general meeting;

● an acquisition by a person if, throughout the six months before the acquisition, that person or any other person has had voting power in our company of at least 19% and, as a result of the acquisition, none of the relevant persons would have voting power in our company more than three percentage points higher than they had six months before the acquisition;

● when the acquisition results from the issue of securities under a rights issue;

● when the acquisition results from the issue of securities under a dividend reinvestment scheme or bonus share plan;

● when the acquisition results from the issue of securities under certain underwriting arrangements;

● when the acquisition results from the issue of securities through a will or through operation of law;

● an acquisition that arises through the acquisition of a relevant interest in another listed company which is listed on a prescribed financial market or a financial market approved by the ASIC;

● an acquisition arising from an auction of forfeited shares conducted on-market; or

● an acquisition arising through a compromise, arrangement, liquidation or buy-back.

Breaches of these takeover provisions are criminal offenses. The ASIC and the Australian Takeover Panel have a wide range of powers relating to breaches of these takeover provisions, including the ability to make orders, canceling contracts, freezing transfers of, and rights attached to, securities and forcing a party to dispose of securities. There are certain defenses to breaches of these takeover provisions provided in the Corporations Act.

Our Constitution, which is included as an exhibit to this registration statement to which this prospectus forms a part, also contains a requirement for our shareholders to approve any proportionate takeover bid (i.e. a bid for a specified proportion of a class of securities in us) without the approval of a majority of our shareholders voting at a general meeting (refer Article 28 of the Constitution). For these provisions to be effective they must be approved by shareholders at a general meeting at least every three years. Article 28 of the Constitution was approved by shareholders at the 2019 Annual General Meeting and therefore was operative until November 2022. The Company intends to seek reapproval of Article 28 at its 2023 Annual General Meeting. The existence of these provisions may have the effect of discouraging proportionate takeover bids and limit our shareholders’ and ADS holders’ opportunity to obtain a premium for their securities from such a transaction.

Access to and Inspection of Documents

Inspection of our records is governed by our constitution and the Corporations Act. Any shareholder has the right to inspect or obtain copies of our share register on the payment of a prescribed fee provided that the inspection is for a prescribed purpose. Our books containing the minutes of general meetings will be kept at our registered office and will be open to inspection of shareholders at all times when the office is required to be open to the public. Other corporate records, including minutes of directors’ meetings, financial records and other documents, are not open for inspection by shareholders (who are not directors). Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder may apply to the court to make an order for inspection of our books.

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Limitation of Liability and Indemnification of Directors and Officers

Australian law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:

● a liability owed to the company or a related body corporate of the company;

● a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB 1317HC or 1317HE of the Corporations Act;

● a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or

● legal costs incurred in defending or resisting an action for a liability incurred as an officer or auditor of the company if the costs are incurred:

○ in defending or resisting proceedings in which the person is found to have a liability for which they cannot be indemnified as set out above;

○ in defending or resisting criminal proceedings in which the person is found guilty;

○ in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court order); or

○ in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.

Our constitution is consistent with the above provisions in respect of the indemnification of an officer of the company.

Indemnification and Insurance Agreements. We have agreed to indemnify our executive officers and non-employee directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. We also maintain insurance policies that indemnify our directors and executive officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

SEC Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Ownership and Exchange Controls

Competition Act

Limitations on the ability to acquire and hold our ordinary shares may be imposed by the Competition Act and Consumer (Australia). This legislation establishes a pre-merger notification regime for certain types of merger transactions that exceed certain statutory shareholding and financial thresholds. Transactions that are subject to notification cannot be closed until the required materials are filed and the applicable statutory waiting period has expired or been waived by the Commissioner of Competition. Further, the Competition and Consumer Act (Australia) permits the Commissioner of Competition to review any acquisition of control over or of a significant interest in us, whether or not it is subject to mandatory notification. This legislation grants the Commissioner of Competition jurisdiction, for up to one year, to challenge this type of acquisition before the Australian Competition Tribunal if it would, or would be likely to, substantially prevent or lessen competition in any market in Australia.

Listing

We plan to have the ADSs listed on the Nasdaq Capital Market under the symbol “ ”. Our ordinary shares are listed on the ASX under the symbol “NVA” and quoted on the OTCQB market under the symbol “NVAAF” and Frankfurt Stock Exchange under the symbol “QM3”. The closing of this offering is contingent upon the successful listing of our ADSs on the Nasdaq Capital Market.

Transfer Agent and Registrar

Upon the closing of this offering, the transfer agent and registrar for the ADSs will be *. * is our transfer agent and registrar for our ordinary shares and currently maintains our share register for our ordinary shares. The address for               is *, and the telephone number is *.

The share register reflects only record owners of our ordinary shares. Holders of the ADSs will not be treated as one of our shareholders and their names will therefore not be entered in our share register. The depositary, the custodian or their nominees will be the holder of the shares underlying the ADSs.

Holders of the ADSs have a right to receive the ordinary shares underlying their ADSs. See “Description of American Depositary Shares” below.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent ____ shares (or a right to receive ____ shares) deposited with HSBC Bank Australia, as custodian for the depositary in Australia. Each ADS will also represent any other securities, cash or other property that may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Australian law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR which are attached as an exhibit to this registration statement.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

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Voting Rights

How do you vote?

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Australia and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if the shares represented by your ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

Fees and Expenses

Persons depositing or withdrawing shares or ADS holders must pay:	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$.05 (or less) per ADS	Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
$.05 (or less) per ADS per calendar year	Depositary services
Registration or transfer fees	Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary	Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as  stock transfer taxes, stamp duty or withholding taxes	As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	As necessary

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The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

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If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADSs in exchange for new ADSs identifying the new deposited securities.

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

● 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

● we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;

● we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;

● the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;

● we appear to be insolvent or enter insolvency proceedings;

● all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

● there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

● there has been a replacement of deposited securities.

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

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After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to ADS holders (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

● are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;

● are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;

● are not liable if we or it exercises discretion permitted under the deposit agreement;

● are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

● have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

● may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;

● are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

● the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

● payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

● satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

● compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

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The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:

● when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;

● when you owe money to pay fees, taxes and similar charges; or

● when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that

the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury Trial Waiver

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.

You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.

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SHARES ELIGIBLE FOR FUTURE SALE

Our ordinary shares have been trading on the ASX since 1999. While we intend to apply to list the ADSs on the Nasdaq Capital Market, we cannot assure you that an active trading market for the ADSs will develop.

Upon completion of the offering, we will have ADSs outstanding representing ordinary shares, or approximately % of our issued and outstanding ordinary shares. If the underwriters exercise their option to purchase additional ADSs in full, we will have ADSs outstanding representing ordinary shares, or approximately % of our issued and outstanding ordinary shares. All of the ADSs sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any ADSs sold to our “affiliates,” as that term is defined under Rule 144 under the Securities Act. The ordinary shares held by existing shareholders are “restricted securities,” as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the United States only if registered with the SEC or if their resale qualifies for exemption from registration described below under Rule 144 or Rule 701 promulgated under the Securities Act.

Future sales of ADSs in the U.S. public market after this offering, and the availability of ADSs for future sale, could adversely affect the market price of the ADSs prevailing from time to time. As described below, a significant number of currently outstanding ordinary shares will not be available for sale shortly after this offering due to contractual restrictions on transfers of ordinary shares and ADSs. However, sales of substantial amounts of ADSs or ordinary shares, or the perception that these sales could occur, could adversely affect prevailing market prices for the ADSs and could impair our future ability to raise equity capital.

Rule 144

In general, a person who has beneficially owned restricted ordinary shares for at least twelve months, or at least six months in the event we have been a reporting company under the Exchange Act for at least ninety days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the ninety days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

● 1% of the number of ordinary shares (including ordinary shares in the form of ADSs) then outstanding; or

● 1% of the average weekly trading volume of our ADSs (during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

Rule 701

Rule 701 under the Securities Act permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, senior management or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares subject also to Australian law.

The SEC has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Lock-Up Agreements

We, all of our directors and officers and certain of our 5 % and greater shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or securities convertible into or exercisable or exchangeable for our ordinary shares for a period of (i) 6 months after the closing of this offering in the case of our company, (ii) 12 months after the date of this prospectus in the case of our directors and officers, and (iii) 6 months after the date of this prospectus in the case of our 5% and greater shareholders. See “Underwriting—Lock-Up Agreements.”

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MATERIAL UNITED STATES INCOME TAX AND AUSTRALIAN INCOME TAX CONSIDERATIONS

The following summary of the material U.S. federal and Australian income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under U.S. state, local and other tax laws other than certain Australian tax laws and U.S. federal income tax laws.

U.S. Federal Income Taxation Considerations

The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our ADSs or ordinary shares (which are collectively referred to in this section as our securities) by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our securities pursuant to this prospectus and hold such securities as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold our securities as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power of our shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules under Section 451(b) of the Code, , partnerships and other pass-through entities, and investors in such pass-through entities). Unless otherwise specified, this discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences. Holders should consult their tax adviser with regard to the application of the U.S. federal tax laws to their particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of our securities that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.

If an entity treated as a partnership for U.S. federal income tax purposes holds our securities, the U.S. federal income tax consequences relating to an investment in our securities will depend in part upon the status and activities of such entity and the status of the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of our securities. Persons considering an investment in our securities should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our securities, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a U.S. Holder holding ADSs will be treated as the owner of the ordinary shares represented by the ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, generally will not be subject to U.S. federal income tax.

Passive Foreign Investment Company Consequences

In general, a corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (1) at least 75% of its gross income is “passive income” or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.

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Although we do not believe that we were a PFIC for the current year, our determination is based on an interpretation of complex provisions of the law, which are not addressed in a significant number of administrative pronouncements or rulings by the Internal Revenue Service, or IRS. Accordingly, there can be no assurance that our conclusions regarding our status as a PFIC for the current taxable year will not be challenged by the IRS and, if challenged, upheld in appropriate proceedings. In addition, because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current taxable year. Because we may continue to hold a substantial amount of cash and cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our securities, which may fluctuate considerably, we may be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status.

If we are a PFIC in any taxable year during which a U.S. Holder owns our securities, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (i) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our securities, and (ii) any gain recognized on a sale, exchange or other disposition, including a pledge, of our securities, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our securities. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.

If we are a PFIC for any year during which a U.S. Holder holds our securities, we must generally continue to be treated as a PFIC by that holder for all succeeding years during which the U.S. Holder holds our securities, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our securities. If the election is made, the U.S. Holder will be deemed to sell our securities it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s securities would not be treated as securities of a PFIC unless we subsequently become a PFIC.

If we are a PFIC for any taxable year during which a U.S. Holder holds our securities and one of our non-U.S. corporate subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the securities of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of securities of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to our non-U.S. subsidiaries.

If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our securities if such U.S. Holder makes a valid “mark-to-market” election for our securities. The mark-to-market election is available only if we are a PFIC and our ordinary shares or ADSs are “regularly traded” on a “qualified exchange.” Our ordinary shares or ADSs will be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of our ordinary shares or ADSs are traded on a qualified exchange on at least 15 days during each calendar quarter (subject to the rule that trades that have as one of their principal purposes the meeting of the trading requirement is disregarded). Nasdaq Capital Market is a qualified exchange for this purpose and, consequently, if the ADSs are regularly traded, the mark-to-market election will be available to a U.S. Holder. It should be noted that it is intended that only the ADSs and not our ordinary shares will be listed on Nasdaq Capital Market. Consequently, our ordinary shares may not be marketable if the ASX (where our ordinary shares are currently listed) does not meet the applicable requirements. U.S. Holders should consult their tax advisors regarding the availability of the mark-to-market election for ordinary shares that are not represented by ADSs.

If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of our securities held at the end of such taxable year over the adjusted tax basis of such securities. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such our securities over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in our securities would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our securities in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.

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A mark-to-market election will not apply to our securities for any taxable year during which we are not a PFIC but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in the future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs that we may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for our securities.

The tax consequences that would apply if we were a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing fund, or QEF, election. At this time, we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEF election, prospective investors should assume that a QEF election will not be available.

Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of interest and penalties and the extension of the statute of limitations with respect to U.S. federal income tax.

The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our securities, the consequences to them of an investment in a PFIC, any elections available with respect to our securities and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the securities of a PFIC.

Distributions

Subject to the discussion above under “—Passive Foreign Investment Company Consequences”, a U.S. Holder that receives a distribution with respect to our securities generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s securities. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s securities, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. Distributions on our securities that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.

Dividends paid by a “qualified foreign corporation” are eligible for taxation for certain non-corporate U.S. Holders at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain requirements are met. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “—Passive Foreign Investment Company Consequences”), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.

A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information provision, or (b) with respect to any dividend it pays on our ADSs that are readily tradable on an established securities market in the United States. We plan to apply for the listing of the ADSs on the Nasdaq Capital Market, which is an established securities market in the United States, and we expect the ADSs will be readily tradable on the Nasdaq Capital Market. There can be no assurance that the ADSs will be considered readily tradable on an established securities market in the United States in later years. In addition, our company, which is incorporated under the laws of Australia, believes that it qualifies as a resident of Australia for purposes of, and is eligible for the benefits of, the Convention between the Government of the United States of America and the Government of Australia for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, signed on August 6, 1982, as amended and currently in force, or the U.S.-Australia Tax Treaty, although there can be no assurance in this regard. Further, the IRS has determined that the U.S.-Australia Tax Treaty is satisfactory for purposes of the qualified dividend rules and that it includes an exchange-of-information program. Therefore, subject to the discussion under “—Passive Foreign Investment Company Consequences,” such dividends will generally be “qualified dividend income” in the hands of individual U.S. Holders, provided that a holding period requirement (more than 60 days of ownership, without protection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) and certain other requirements are met. The dividends will not be eligible for the dividends-received deduction generally allowed to corporate U.S. Holders.

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A U.S. Holder generally may claim the amount of any Australian withholding tax as either a deduction from gross income or a credit against its U.S. federal income tax liability. The foreign tax credit is subject to numerous complex limitations that must be determined and applied on an individual basis. Generally, the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s taxable income from foreign sources bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” This limitation is calculated separately with respect to specific categories of income. The amount of a distribution with respect to the ADSs that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Australian income tax purposes, potentially resulting in a reduced foreign tax credit for the U.S. Holder. In addition, the creditability of foreign taxes could be affected by actions taken by intermediaries in the chain of ownership between the holders of our securities and our company if, as a result of such actions, the holders of our securities are not properly treated as beneficial owners of the underlying ordinary shares. Each U.S. Holder should consult its own tax advisors regarding the foreign tax credit rules.

In general, the amount of a distribution paid to a U.S. Holder in a foreign currency will be the U.S. dollar value of the foreign currency calculated by reference to the spot exchange rate on the day the depositary receives the distribution, in the case of the ADSs, or on the day the distribution is received by the U.S. Holder, in the case of ordinary shares, regardless of whether the foreign currency is converted into U.S. dollars at that time. Any foreign currency gain or loss a U.S. Holder realizes on a subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss. If dividends received in a foreign currency are converted into U.S. dollars on the day they are received, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend.

Sale, Exchange or Other Disposition

Subject to the discussion above under “—Passive Foreign Investment Company Consequences”, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our securities in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in our securities. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for noncorporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, our securities were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized from the sale or other disposition of our securities will generally be gain or loss from sources within the United States for U.S. foreign tax credit purposes.

Medicare Tax

Certain U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of our securities. If you are a United States person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of this Medicare tax to your income and gains in respect of your investment in our securities.

Information Reporting and Backup Withholding

U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our securities, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “Passive Foreign Investment Company Consequences”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than US$100,000 over. Twelve months for securities may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.

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Dividends on and proceeds from the sale or other disposition of our securities may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate United States taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.

U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.

EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR SECURITIES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

Material Australian Tax Considerations

In this section, we discuss the material Australian income tax, stamp duty and goods and services tax considerations related to the acquisition, ownership and disposal by the absolute beneficial owners of our securities. It is based upon existing Australian tax law as of the date of this prospectus, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of their individual investment circumstances, such securities held by investors subject to special tax rules (for example, financial institutions, insurance companies or tax-exempt organizations). In addition, this summary does not discuss any non-Australian or state tax considerations, other than stamp duty and goods and services tax.

Prospective investors are urged to consult their tax advisors regarding the Australian and non-Australian income and other tax considerations of the acquisition, ownership and disposition of our securities. This summary is based upon the premise that the holder is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment (referred to as a Non-Australian Holder in this summary). This summary is also based on the assumption that a Non-Australian Holder is “absolutely entitled” to the ordinary shares represented by an ADS (see “—Nature of ADSs for Australian Taxation Purposes” below).

Nature of ADSs for Australian Taxation Purposes

Non-Australian Holders of ADSs should obtain specialist Australian tax advice regarding their rights and obligations under the deposit agreement with the depositary, including whether the deposit arrangement constitutes a “bare trust” resulting in the holders of an ADS being “absolutely entitled” to the underlying ordinary shares represented by the ADS for Australian taxation purposes. Apart from certain aspects of the Australian tax legislation (for example, the Australian capital gains tax and withholding tax provisions, which are discussed below), there is no express legislative basis for disregarding “bare trusts” for Australian tax purposes generally.

This summary proceeds on the assumption that the deposit arrangement constitutes a bare trust, which results in holders of ADSs being “absolutely entitled” to the underlying ordinary shares. On this basis, holders of ADSs can be treated as the beneficial owners of the underlying ordinary shares for Australian capital gains tax purposes. Dividends paid on the underlying ordinary shares will also be treated as dividends derived by the holders of ADSs as the persons beneficially entitled to those dividends.

Taxation of Dividends

Australia operates a dividend imputation system under which dividends may be declared to be “franked” to the extent they are paid out of company profits that have been subject to income tax. Fully franked dividends are not subject to dividend withholding tax. To the extent that they are unfranked, dividends payable to Non-Australian Holders will be subject to dividend withholding tax except to the extent they are declared to be “conduit foreign income,” or CFI. Dividend withholding tax will be imposed at 30%, unless a shareholder is a resident of a country with which Australia has a double taxation treaty and qualifies for the benefits of the treaty. Under the provisions of the U.S.-Australia Tax Treaty between Australia and the United States, the Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to which a resident of the United States is beneficially entitled is limited to 15%.

Under the U.S.-Australia Tax Treaty, if a U.S. resident company that is a Non-Australian Holder directly owns a 10% or more voting interests, the Australian tax withheld on unfranked dividends that are not declared to be CFI paid by us to which the company is beneficially entitled is limited to 5%.

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Character of ADSs or Shares for Australian Taxation Purposes

The Australian tax treatment of a sale or disposal of the ADSs or underlying shares will depend on whether they are held on capital account or revenue. ADSs held on capital account will generally be held for investment purposes, including for growth in value and dividends. ADSs may be held on revenue rather than capital account, for example, where they are held by share traders, who are carrying on a business of buying and selling shares. Non-Australian Holders of ADSs should obtain specialist Australian tax advice regarding the characterization of any gain or loss on a sale or disposal of the ADSs or underlying shares as capital or revenue in nature.

Tax on Sales or other Dispositions of Shares or ADSs—Capital Gains Tax

Non-Australian Holders who are treated as the owners of the underlying shares on the basis that they are absolutely entitled to those shares will not be subject to Australian capital gains tax on the gain made on a sale or other disposal of ordinary shares, provided the shares are not “taxable Australian property.” Taxable Australian property includes “indirect Australian real property interests,” which are interests in a company where:

● the Non-Australian Holders, together with associates, hold 10% or more of our issued shares, at the time of disposal or for a 12-month period during the two years prior to disposal; and

● more than 50% of our assets held directly or indirectly, determined by reference to market value, consists of Australian real property (which includes land and leasehold interests) or Australian mining, quarrying or prospecting rights at the time of disposal.

Australian capital gains tax applies to net capital gains at a taxpayer’s marginal tax rates. Net capital gains are calculated after reduction for capital losses, which may only be offset against capital gains.

If a Non-Australian Holder of ADSs was not absolutely entitled to the underlying shares, and the ADSs were held on capital account, the same principles would apply in determining whether a gain on the sale or disposal of the ADSs would be subject to Australian capital gains tax. That is, a Non-Australian Holder should not be subject to Australian capital gains tax provided the ADSs are not taxable Australian property.

The 50% capital gains tax discount is not available to Non-Australian Holders on gains from assets acquired after May 8, 2012 where they were non-Australian residents during the entire holding period. Companies are not entitled to a capital gains tax discount.

Broadly, where there is a disposal of “taxable Australian property,” which includes indirect Australian real property interests, the purchaser will be required to withhold and remit to the Australian Taxation Office 12.5% of the proceeds from the sale. A transaction is excluded from the withholding requirements in certain circumstances, including where the transaction is an on-market transaction conducted on an approved stock exchange, a securities lending arrangement, or the transaction is conducted using a broker operated crossing system. There may also be an exception to the requirement to withhold where a Non-Australian Holder provides a declaration that their ordinary shares are not “indirect Australian real property interests”. If the Non-Australian Holder is subject to Australian capital gains tax on the sale or disposal of the ordinary shares/ADSs an Australian income tax return must be lodged and a tax credit should be available for the tax withheld by the purchaser.

Note that the company does not have any land in Australia and has no intention to acquire any in the foreseeable future, so no capital gains tax liability should arise. If the Non-Australian Holder has no liability but tax has been withheld, a tax return can be lodged and refund claimed.

Tax on Sales or other Dispositions of ADSs—Revenue Account

Non-Australian Holders who hold their ADSs on revenue account may have the gains made on the sale or other disposal of the ADSs included in their assessable income under the ordinary income provisions of the income tax law, if the gains are sourced in Australia. In the case of gains which are ordinary income, there are no express provisions which treat holders of ADSs as the owners of the underlying shares where they are absolutely entitled to those shares under a bare trust, though in practice a look-through approach is adopted

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Non-Australian Holders assessable under these ordinary income provisions in respect of gains made on ADSs held on revenue account would be assessed for such gains at the Australian tax rates for non-Australian residents, which start at a marginal rate of 32.5% for individuals and would be required to file an Australian tax return.

However, relief from Australian income tax may be available to a Non-Australian Holder who is resident of a country with which Australia has a double taxation treaty, if the Non-Australian Holder qualifies for the benefits of the treaty and does not, for example, derive the gain in carrying on business through a permanent establishment in Australia.

To the extent an amount would be included in a Non-Australian Holder’s assessable income under both the capital gains tax provisions and the ordinary income provisions, the capital gain amount may be reduced, so that the holder may not be subject to double Australian tax on any part of the gain.

The statements under “—Tax on Sales or Other Dispositions of Shares—Capital Gains Tax” regarding a purchaser being required to withhold 12.5% tax on the acquisition of certain taxable Australian property are also relevant where the disposal of the ADSs by a Non-Australian Holder is likely to generate gains on revenue account, rather than a capital gain.

Dual Residency

If a holder of ADSs is a resident of both Australia and the United States under those countries’ domestic taxation laws, that holder may be subject to tax as an Australian resident. If, however, the holder is determined to be a U.S. resident for the purposes of the U.S.-Australia Tax Treaty and qualifies for the benefit of that treaty, the Australian tax may be subject to limitation by the U.S.-Australia Tax Treaty. Holders should obtain specialist taxation advice in these circumstances.

Stamp Duty

No Australian stamp duty is payable by Australian residents or non-Australian residents on the issue, transfer and/or surrender of the ADSs or ordinary shares, unless the company is a landholder in Australia above a certain threshold and unless the securities issued, transferred and/or surrendered represent 90% or more of our issued shares (on the basis that the ordinary shares are listed on the Australian Stock Exchange). Note that the company does not have any land in Australia and has no intention to acquire any in the foreseeable future, so no duty liability should arise.

Issues on Death

Australia does not have estate or death duties.

As a general rule, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. However, if the shares are taxable Australian property (as discussed above), the disposal of inherited shares by the executor of the estate or by entitled beneficiaries may, however, give rise to a capital gains tax liability. Note that the company does not have any land in Australia and has no intention to acquire any in the foreseeable future, so no capital gains tax liability should arise.

Goods and Services Tax

No Australian goods and services tax will be payable on the supply of the ADSs or ordinary shares.

THE DISCUSSION ABOVE IS A SUMMARY OF THE AUSTRALIAN TAX CONSEQUENCES OF AN INVESTMENT IN OUR SECURITIES AND IS BASED UPON LAWS AND RELEVANT INTERPRETATIONS THEREOF IN EFFECT AS OF THE DATE OF THIS PROSPECTUS, ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR SECURITIES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a public limited company incorporated under the laws of Australia. Certain of our directors are non-residents of the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible or practicable for you to:

● effect service of process within the United States upon our non-U.S. resident directors or on us;

● enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in the United States courts in any action, including actions under the civil liability provisions of U.S. securities laws;

● enforce in U.S. courts judgments obtained against our non-U.S. resident directors or us in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws; or

● bring an original action in an Australian court to enforce liabilities against our non-U.S. resident directors or us based solely upon U.S. securities laws.

You may also have difficulties enforcing in courts outside the United States judgments that are obtained in U.S. courts against any of our non-U.S. resident directors or us, including actions under the civil liability provisions of the U.S. securities laws.

We note that there are no treaties between Australia and the United States that would affect the recognition or enforcement of foreign judgments in Australia. We also note that investors may be able to bring an original action in an Australian court against us to enforce liabilities based in part upon U.S. federal securities laws. The disclosure in this section is not based on the opinion of counsel.

Our agent for service of process in the United States is                        .

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UNDERWRITING

ThinkEquity LLC, is the representative for the several underwriters of this offering, or the representative. We have entered into an underwriting agreement dated , 2023, with the underwriters named below. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has agreed, severally and not jointly, to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of ADSs at the initial public offering price, less the underwriting discounts and commissions, as set forth on the cover page of this prospectus, the number of ADSs listed next to its name in the following table:

Underwriters	Number of ADSs
ThinkEquity LLC
Total

The underwriters are committed to purchase all the ADSs offered by us other than those covered by the over-allotment option described below, if any are purchased. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, the underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the ADSs offered by us in this prospectus are subject to various representations and warranties and other customary conditions specified in the underwriting agreement, such as receipt by the representative of officers’ certificates and legal opinions.

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the ADSs subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by its counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase up to an aggregate of additional ADSs (equal to 15% of the ADSs sold in this offering) at the public offering price per ADS, less underwriting discounts and commissions, solely to cover over-allotments, if any. If the underwriters exercise this option in whole or in part, then the underwriters will be committed, subject to the conditions described in the underwriting agreement, to purchase the additional ADSs.

Discounts, Commissions and Reimbursement

The underwriters have advised us that the underwriters propose to offer the ADSs to the public at the initial public offering price per ADS set forth on the cover page of this prospectus. The underwriters may offer ADSs to securities dealers at that price less a concession of not more than $ per ADS of which up to $ per ADS may be reallowed to other dealers. After the initial offering to the public, the public offering price and other selling terms may be changed by the underwriters.

The following table summarizes the underwriting discounts and commissions, non-accountable underwriters’ expense allowance and proceeds, before expenses, to us assuming both no exercise and full exercise by the underwriters of their over-allotment option:

	Total
	Per ADS	No Exercise	Full Exercise
Public offering price	US$	US$	US$
Underwriting discounts and commissions (7.5%)
Non-accountable expense allowance (1%)
Proceeds, before expenses, to us	US$	US$	US$

In addition, we have also agreed to pay all the expenses relating to the offering, including, without limitation: (a) all filing fees and communication expenses relating to the registration of the shares to be sold in the offering (including the over-allotment shares) with the SEC; (b) all filing fees and expenses associated with the review of the offering by FINRA; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriter; (d) the legal fees and expenses of the Company. We also agreed to reimburse the Representative for its accountable out-of-pocket expenses incurred in connection with the offering, including any fees and disbursements of the Representative’s legal counsel, up to $185,000.

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We estimate that the total expenses of this offering payable by us, not including underwriting discounts, commissions and expenses, will be approximately US$ .

Representative’s Warrants

Upon the closing of this offering, we have agreed to issue to the representative warrants to purchase a number of ADSs equal in the aggregate to 5% of the total ADSs sold in this offering. The warrants will be exercisable at a per ADS exercise price equal to 150% of the public offering price per ADS sold in this offering. The warrants are exercisable at any time and from time to time, in whole or in part, during the three and one half-year period commencing six months after the commencement of sales in this offering.

The warrants and the underlying ADSs have been deemed compensation by the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The representative, or permitted assignees under such rule, may not sell, transfer, assign, pledge, or hypothecate the warrants or the underlying ADSs, nor will the representative engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying ADSs for a period of 180 days from the effective date of the registration statement. Additionally, the warrants may not be sold transferred, assigned, pledged or hypothecated for a 180-day period following the effective date of the registration statement except to any underwriter and selected dealer participating in this offering and their bona fide officers or partners. The warrants will provide for adjustment in the number and price of the warrants and the ADSs underlying such warrants in the event of recapitalization, merger, ADS split or other structural transaction, or a future financing undertaken by us. The ADSs issuable upon exercise of the representative’s warrants carry one demand registration and unlimited “piggyback” registration rights.

Right of First Refusal

Until twenty-four months from the closing of this offering, the representative shall have an irrevocable right of first refusal, subject to typical notice periods, to act as sole investment banker, sole book-runner, sole financial advisor, sole underwriter and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offerings, including all equity linked financings, in the US, for us or any successor to or any subsidiary of us, on terms customary to the representative. The representative shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. The representative will not have more than one opportunity to waive or terminate the right of first refusal in consideration of any such transaction.

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

We agreed that for a period of 180 days after the closing of this offering we will not, without the prior written consent of the representative and subject to certain exceptions, directly or indirectly:

● offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs or ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;

● file or caused to be filed any registration statement with SEC relating to the offering of any ADSs or ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;

● complete any offering of our debt securities, other than entering into a line of credit with a traditional bank; or

● enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our ADSs or ordinary shares, whether any such transaction is to be settled by delivery of ADSs or ordinary shares or such other securities, in cash or otherwise.

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In addition, each of our directors, officers and any other 5% or greater holder of our outstanding securities, excluding nominee or custodian accounts, have agreed that for a period of (i) twelve months from the date of this prospectus in the case of our officers and directors or (ii) six months from the date of this prospectus with respect of any other 5% or greater holders, without the prior written consent of the representative and subject to certain exceptions, they will not directly or indirectly:

● offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of our ADSs or ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;

● enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our ADSs or ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares, whether any such transaction is to be settled by delivery of ADSs or ordinary shares or such other securities, in cash or otherwise;

● make any demand for or exercise any right with respect to the registration of any ADSs or ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares; or

● publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any ADSs or ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares.

Electronic Offer, Sale and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members. The underwriters may agree to allocate a number of ADSs to selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

Stabilizing transactions permit bids to purchase ADSs so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the ADSs while this offering is in progress.

Over-allotment transactions involve sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters are not greater than the number of ADSs that they may purchase in the over-allotment option. In a naked short position, the number of ADSs involved is greater than the number of ADSs in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing ADSs in the open market.

Syndicate covering transactions involve purchases of ADSs in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of ADSs to close out the short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared with the price at which it may purchase ADSs through exercise of the over-allotment option. If the underwriters sell more ADSs than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchase in this offering.

Penalty bids permit an underwriter to reclaim a selling concession from a syndicate member when the ADSs originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our ADSs or preventing or retarding a decline in the market price of our ADSs. As a result, the price of our ADSs in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our ADSs. These transactions may be affected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

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Passive Market Making

In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our ADSs on Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the ADSs and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Relationships

The underwriters and their affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they may in the future receive customary fees.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Australia

This prospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the Australian Securities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter 6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons to whom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptions set out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those persons as set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian Corporations Act, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transfer to the offeree under this prospectus.

Canada

The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

China

The information in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’s Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to “qualified domestic institutional investors.”

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European Economic Area — Belgium, Germany, Luxembourg and Netherlands

The information in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption under the Directive 2003/71/EC, or the Prospectus Directive, as implemented in Member States of the European Economic Area, or a Relevant Member State, from the requirement to produce a prospectus for offers of securities.

An offer to the public of securities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions under the Prospectus Directive as implemented in that Relevant Member State:

● to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

● to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balance sheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annual net turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

● to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive) subject to obtaining the prior consent of our company or any underwriter for any such offer; or

● in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

This document is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des marchés financiers, or AMF. The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

This document and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approval in France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Such offers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D. 744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualified investors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-4, D.744-1, D.754-1 and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuant to Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directly or indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Monetary and Financial Code.

Ireland

The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securities in Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005, or the Prospectus Regulations. The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way of a public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than 100 natural or legal persons who are not qualified investors.

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Israel

The securities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority, or the ISA, nor have such securities been registered for sale in Israel. The securities may not be offered or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this offering or publishing the prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offered by this prospectus is subject to restrictions on transferability and must be affected only in compliance with the Israeli securities laws and regulations.

Italy

The offering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (Commissione Nazionale per le Societ-$$-Aga e la Borsa), or CONSOB, pursuant to the Italian securities legislation and, accordingly, no offering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in a public offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998, or Decree No. 58, other than:

● to Italian qualified investors, or Qualified Investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971 of 14 May 1999, or Regulation no. 1197l, as amended; and

● in other circumstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter of Regulation No. 11971 as amended.

Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placements where a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

● made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of 1 September 1993 (as amended), Decree No.58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicable laws; and

● in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Any subsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rules provided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to comply with such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferring the securities for any damages suffered by the investors.

Japan

The securities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended, or the FIEL, pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified Institutional Investor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of securities is conditional upon the execution of an agreement to that effect.

Portugal

This document is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários) in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). The securities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This document and any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities Market Commission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in Portugal, other than under circumstances that are deemed not to qualify as a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited to persons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive this document and they may not distribute it, or the information contained in it to any other person.

109

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (as defined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it, or the information contained in it to any other person.

Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority.

This document is personal to the recipient only and not for general circulation in Switzerland.

United Arab Emirates

Neither this document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates, nor have we received authorization or licensing from the Central Bank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities within the United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the securities, including the receipt of applications and/or the allotment or redemption of such securities, may be rendered within the United Arab Emirates by us.

No offer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

United Kingdom

Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended, or FSMA) has been published or is intended to be published in respect of the securities. This document is issued on a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to us.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or FPO, (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together “relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

110

EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of our total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee, the FINRA filing fee and the Nasdaq Capital Market listing fee, all amounts are estimates.

	Amount
SEC registration fee	US$	●
FINRA filing fee		●
Nasdaq Capital Market listing fee		●
Accounting fees and expenses		●
Legal fees and expenses		●
Transfer agent fees and expenses		●
Printing fees and expenses		●
Miscellaneous		●
Total	US$	●

LEGAL MATTERS

Certain legal matters as to the United States federal and New York law in connection with this offering will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Dentons US LLP, New York, New York. The validity of the ADSs offered in this offering and certain other legal matters as to Australian law will be passed upon for us by QR Lawyers.

EXPERTS

Our consolidated financial statements as of June 30, 2022 and 2022 and for the years then ended included in this prospectus have been audited by Grassi & Co., CPAs, P.C. an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The offices of Grassi & Co., CPAs, P.C. are located at 50 Jericho Quadrangle, STE 200, Jericho, NY 11753.

111

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the ADSs offered in this prospectus. A related registration statement on Form F-6 has been filed with the SEC to register the ADSs. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement. Certain information is omitted, and you should refer to the registration statement and its exhibits for that information. With respect to references made in this prospectus to any contract or other document, such references are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document.

Immediately upon completion of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov. Additionally, we will make these filings available, free of charge, on our website at https://novaminerals.com.au as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

112

FINANCIAL STATEMENTS

Audited Consolidated Financial Statements as of and for the Years Ended June 30, 2022 and 2021
Independent Auditor’s Report	F-2
Consolidated Statements Loss and Comprehensive Loss for the Years Ended June 30, 2022 and 2021	F-3
Consolidated Statements of Financial Position as of June 30, 2022 and 2021	F-4
Consolidated Statements of Changes in Equity for Years Ended June 30, 2022 and 2021	F-5
Consolidated Statements of Cash Flow for the Years Ended June 30, 2022 and 2021	F-7
Notes to the Consolidated Financial Statements	F-8

Unaudited Consolidated Financial Statements as of and for the Six Months Ended December 31, 2022 and 2021
Consolidated Statements Loss and Comprehensive Loss for the Half-Year Ended December 31, 2022 and 2021	F-41
Consolidated Statements of Financial Position as of December 31, 2022 and June 30, 2022	F-42
Consolidated Statements of Changes in Equity for Half-Year Ended December 31, 2022 and 2021	F-43
Consolidated Statements of Cash Flow for the Half-Year Ended December 31, 2022 and 2021	F-45
Notes to the Consolidated Financial Statements	F-46

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of

Nova Minerals Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Nova Minerals Limited (the “Company”) as of June 30, 2022 and 2021, and the related consolidated statements of profit and loss and other comprehensive income, changes in equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with International Financial Reporting Standards.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ Grassi & Co., CPAs, P.C.

GRASSI & CO., CPAs, P.C.

We have served as the Company’s auditor since 2021.

Jericho, New York

July 7, 2023

F-2

Consolidated Statements of Profit and Loss and other Comprehensive Income (Loss)

For the Years Ended 30 June 2022 and 2021

		Consolidated
	Note	30 June 2022			30 June 2021
			$			$
Revenue
Interest income			20,000			2,145
Other income
Fair value gain on investments	8		565,317			2,108,624
Gain from sale of investment	8		232,596			376,507
Gain from deconsolidation of Snow Lake Resources	7		91,778,097			-
Loss on disposal on Snow Lake Resources	7		(9,102,187	)		-
Fair value gain/(loss) on derivative liabilities			133,649			(1,828,857	)
Impairment of Investment in Snow Lake Resources	7		(45,556,885	)		-
Foreign exchange gain			1,533,601			-
Share of profits of associate accounted for using equity method	7		29,088			-
Total revenue			39,633,276			658,419
Expenses
Administration expenses	4		(2,980,714	)		(1,693,195	)
Contractors & consultants	4		(907,623	)		(637,524	)
Share based payments	25		(1,200,053	)		(1,470,936	)
Reclassification of exploration and evaluation assets			-			(98,221	)
Finance costs	4		(142,065	)		(102,010	)
Total expenses			(5,230,455	)		(4,001,886	)
Profit/(Loss) Before Income Tax Expense			34,402,821			(3,343,467	)
Income tax expense	5		-			-
Profit/(Loss) After Income Tax Expense for the Year			34,402,821			(3,343,467	)
Other Comprehensive Income/(Loss)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation			3,694,472			(957,107	)
Other comprehensive income/(loss) for the year, net of tax			3,694,472			(957,107	)
Total Comprehensive Income/(Loss) for the Year			38,097,293			(4,300,574	)
Profit/(loss) for the year is attributable to:
Non-controlling interest			(281,733	)		(215,597	)
Owners of Nova Minerals Limited			34,684,554			(3,127,870	)
			34,402,821			(3,343,467	)
Total comprehensive income/(loss) for the year is attributable to:
Non-controlling interest			272,558			(357,376	)
Owners of Nova Minerals Limited			37,824,735			(3,943,198	)
			38,097,293			(4,300,574	)

		$		$
Basic earnings/(loss) per share	24		0.20		(0.02	)
Diluted earnings/(loss) per share	24		0.18		(0.02	)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

F-3

Consolidated Statements of Financial Position

As of 30 June 2022 and 2021

		Consolidated
	Note	30 June 2022			30 June 2021
		$			$
Assets
Current Assets
Cash and cash equivalents			21,278,936			15,516,112
Trade and other receivables	6		242,481			195,012
Total current assets			21,521,417			15,711,124
Non-Current Assets
Investment in associate	7		23,022,266			-
Other financial assets	8		3,963,791			2,942,087
Property, plant and equipment	9		3,118,808			2,370,972
Exploration and evaluation	10		56,702,626			35,843,069
Total non-current assets			86,807,491			41,156,128
Total Assets			108,328,908			56,867,252
Liabilities
Current Liabilities
Trade and other payables			3,999,582			3,424,690
Convertible notes			-			862,371
Total current liabilities			3,999,582			4,287,061
Total Liabilities			3,999,582			4,287,061
Net Assets			104,329,326			52,580,191
Equity
Issued capital	11		125,713,259			114,922,698
Foreign currency reserves			2,226,051			(816,390	)
Share based-payment reserves	12		7,309,323			6,733,118
Accumulated losses			(38,500,932	)		(74,055,061	)
Equity attributable to the owners of Nova Minerals Limited			96,747,701			46,784,365
Non-controlling interest	13		7,581,625			5,795,826
Total Equity			104,329,326			52,580,191

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

F-4

Consolidated Statement of Changes in Equity

For the Year Ended 30 June 2021

	Issued			Share Based Payment		Foreign Currency			Accumulated			Non- Controlling			Total
Consolidated	Capital			Reserves		Reserves			Losses			Interest			Equity
	$			$		$			$			$			$
Balance at 1 July 2020		78,401,191			4,468,607		28,854			(67,386,819	)		2,528,017			18,039,850
Loss after income tax expense for the year		-			-		-			(3,127,870	)		(215,597	)		(3,343,467	)
Other comprehensive income/(loss) for the year, net of tax		-			-		(815,328	)		-			(141,779	)		(957,107	)
Total comprehensive income/(loss) for the year		-			-		(815,328	)		(3,127,870	)		(357,376	)		(4,300,574	)
Movement in non-controlling interest due to increase in issued capital of AKCM Pty Ltd		-			-		(29,916	)		(3,540,372	)		3,625,185			54,897
Transactions with owners in their capacity as owners:
Share issued for cash (Note 11)		21,000,000			-		-			-			-			21,000,000
Options converted (Note 11)		15,441,257			-		-			-			-			15,441,257
Issue of shares as part of derivative security (Note 11)		3,142,857			-		-			-			-			3,142,857
Share issue costs (Note 11)		(2,065,589	)		-		-			-			-			(2,065,589	)
Convertible note reserve (Note12)		-			81,031		-			-			-			81,031
Share-based payments (Note 12)		-			2,183,480		-			-			-			2,183,480
Share buy back		(997,018	)		-		-			-			-			(997,018	)
Balance at 30 June 2021		114,922,698			6,733,118		(816,390	)		(74,055,061	)		5,795,826			52,580,191

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

F-5

Consolidated Statement of Changes in Equity (Continued)

For the Year Ended 30 June 2022

	Issued			Share Based Payments			Foreign Currency			Accumulated			Non- Controlling			Total
Consolidated	Capital			Reserves			Reserves			Losses			Interest			Equity
	$			$			$			$			$			$
Balance at 1 July 2021		114,922,698			6,733,118			(816,390	)		(74,055,061	)		5,795,826			52,580,191
Profit/(loss) after income tax expense for the year		-			-			-			34,684,554			(281,733	)		34,402,821
Other comprehensive income/(loss) for the year, net of tax		-			-			3,140,181			-			554,291			3,694,472
Total comprehensive income/(loss) for the year		-			-			3,140,181			34,684,554			272,558			38,097,293
Movement in non-controlling interest due to increase in issued capital of AKCM Pty Ltd		-						144,086			(3,029,108	)		2,897,326			12,304
Movement in equity of Snow Lake Resources due to loss of control		-			(1,043,848	)		(241,826	)		3,898,683			(1,384,085	)		1,228,924
Transactions with owners in their capacity as owners:
Issue of shares for cash (Note 11)		12,000,000			-			-			-			-			12,000,000
Exercise of performance rights (Note 11)		312,000			-			-			-			-			312,000
Share issue costs (Note 11)		(1,521,439	)		-			-			-			-			(1,521,439	)
Share options expense for period (Note 25)		-			1,457,000			-			-			-			1,457,000
Performance rights granted (Note 25)		-			163,053			-			-			-			163,053
Balance at 30 June 2022		125,713,259			7,309,323			2,226,051			(38,500,932	)		7,581,625			104,329,326

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

F-6

Consolidated Statements of Cash Flows

For the Years Ended 30 June 2022 and 2021

		Consolidated
	Note	30 June 2022			30 June 2021
			$			$
Cash Flows from Operating Activities
Payments to suppliers and employees (inclusive of GST)			(2,849,722	)		(2,161,971	)
Interest received			-			26,957
Interest and other finance costs paid			(6,039	)		(3,322	)
Net cash used in operating activities	23		(2,855,761	)		(2,138,336	)
Cash Flows from Investing Activities
Payments for property, plant and equipment			(1,055,878	)		(1,028,055	)
Payments for exploration and evaluation			(24,799,177	)		(20,015,645	)
Loans to Snow Lake Resources			274,342			-
Loans to other entity			10,000			-
Loans to related party			41,814			(219,052	)
Payments to acquire investments			(648,988	)		(200,000	)
Proceeds from disposal of Investments			22,279,880			407,225
Loss of cash due to deconsolidation of Snow Lake Resources			(59,719	)		-
Net cash used in investing activities			(3,957,726	)		(21,055,527	)
Cash Flows from Financing Activities
Proceeds from issue of shares	11		12,000,000			21,110,883
Proceeds from Issue of derivative financial liability			-			805,000
Proceeds from exercise of options			-			15,446,247
Payments for share buy-backs			-			(997,018	)
Share issue transaction costs			(846,964	)		(1,481,130	)
Net cash from financing activities			11,153,036			34,883,982
Net increase in cash and cash equivalents			4,339,549			11,690,119
Cash and cash equivalents at the beginning of the financial year			15,516,112			4,197,220
Effects of exchange rate changes on cash and cash equivalents			1,423,275			(371,227	)
Cash and Cash Equivalents at the End of the Financial Year			21,278,936			15,516,112

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

F-7

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies

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.

The company has adopted all of the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board (‘IASB’) that are mandatory for the current reporting period.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the company.

The following Accounting Standards and Interpretations are most relevant to the company:

IFRS 10 Consolidated Financial Statements

The company has applied IFRS 10 from 1 January 2013, which has a new definition of ‘control’. Control exists when the reporting entity is exposed, or has the rights, to variable returns from its involvement with another entity and has the ability to affect those returns through its ‘power’ over that other entity. A reporting entity has power when it has rights that give it the current ability to direct the activities that significantly affect the investee’s returns. The company not only has to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes.

IFRS 12 Disclosure of Interests in Other Entities

The company has applied IFRS 12 from 1 January 2013. The standard contains the entire disclosure requirement associated with other entities, being subsidiaries, associates, joint arrangements (joint operations and joint ventures) and unconsolidated structured entities. The disclosure requirements have been significantly enhanced when compared to the disclosures previously located in IAS 27 ‘Consolidated and Separate Financial Statements’, IAS 28 ‘Investments in Associates’, IAS 31 ‘Interests in Joint Ventures’ and Interpretation 112 ‘Consolidation - Special Purpose Entities’.

IFRS 13 Fair Value Measurement

The company has applied IFRS 13 and its consequential amendments from 1 January 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the ‘exit price’ and provides guidance on measuring fair value when a market becomes less active. The ‘highest and best use’ approach is used to measure non-financial assets whereas liabilities are based on transfer value. The standard requires increased disclosures where fair value is used.

Amendments to IAS 12 ‘Income Taxes’

The company has adopted the amendments to IAS 12 ‘Income Taxes’ from 1 January 2017. The amendments clarify the requirements on recognition of deferred tax assets for unrealised losses on debt instruments measured at fair value.

F-8

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

IFRS 9 Financial Instruments

The company has adopted IFRS 9 from 1 January 2018. The standard introduced new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive income (‘OCI’). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity’s own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements use an ‘expected credit loss’ (‘ECL’) model to recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available.

Basis of Preparation

These general purpose financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’), as appropriate for for-profit oriented entities.

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.

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 20.

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 2022 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.

F-9

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

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.

F-10

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

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.

F-11

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

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.

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.

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.

F-12

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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, it’s 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.

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.

F-13

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

F-14

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

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.

Termination Benefits

Termination benefits are recognised when a detailed plan of termination has been communicated to affected employees. They are measured as short-term employee benefits when expected to be settled wholly within 12 months of the reporting date or as long-term benefits when not expected to be settled within 12 months of the reporting date.

F-15

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

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.

F-16

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

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.

F-17

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

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.

F-18

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 1 Significant Accounting Policies Continued

New Accounting Standards and Interpretations not yet mandatory or early adopted

Accounting Standards that have recently been issued or amended but are not yet mandatory, have not been early adopted by the company for the annual reporting period ended 30 June 2022.

Note 2. Critical Accounting Judgements, Estimates and Assumptions

The preparation of the financial statements in conformity with IASB 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. 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.

Coronavirus (COVID-19) Pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

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.

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.

F-19

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 2. Critical Accounting Judgements, Estimates and Assumptions Continued

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.

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 30 June 2022 period the Canadian assets relate to the investment in associate and the exploration asset as been eliminated due to the deconsolidation.

	Interest Income				Geographical Non- Current Assets
	30 June 2022		30 June 2021		30 June 2022		30 June 2021
	$		$		$		$
Australia		20,000		1,800		4,527,956		2,734,349
Canada		-		-		23,022,266		8,674,651
United States		-		345		59,257,269		29,747,128
		20,000		2,145		86,807,491		41,156,128

Note 4. Expenses

	Consolidated
	30 June 2022		30 June 2021
	$		$
Profit/(loss) before income tax includes the following specific expenses:
Depreciation		346,828		205,738
Superannuation		2,291		7,270
Corporate and Consultants		907,623		637,524
Finance Charges		142,065		102,010
		1,398,807		952,542

F-20

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 5. Income Tax Expense

	Consolidated
	30 June 2022			30 June 2021
	$			$
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit/(loss) before income tax expense		34,402,821			(3,343,467	)
Tax at the statutory tax rate of 25% (2021: 26%)		8,600,705			(869,301	)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based payments		300,013			382,443
Share of profits - associates		(7,272	)		-
Reclassification of Exploration and Evaluation Assets		-			25,537
		8,893,446			(461,321	)
Current year temporary differences not recognised		(8,893,446	)		461,321
Income tax expense		-			-

	Consolidated
	30 June 2022		30 June 2021
	$		$
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised		19,808,028		28,701,474
Potential tax benefit @ 25%		4,952,007		7,175,369

The tax losses do not expire under current tax legislation. 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 Company 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 - Trade and Other Receivables

	Consolidated
	30 June 2022		30 June 2021
	$		$
Other receivable		29,216		-
Placement funds receivable		-		55,023
Rent bond		5,830		5,830
Prepayments		64,575		152,768
GST receivable/(payable)		142,860		(18,609	)
		242,481		195,012

The Company’s exposure to credit risk related to trade and other receivables are disclosed in note 14.

F-21

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 7. Non-Current Assets - Investment in Associate

	Consolidated
	30 June 2022			30 June 2021
	$			$
Investment in Snow Lake Resources		23,022,266			-
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		-			-
Fair value of Snow Lake Resources investment at date of deconsolidation		99,709,182			-
Disposals		(22,056,932	)		-
Loss on disposal on Snow Lake Resources		(9,102,187	)		-
Share of Snow Lake Resources profits for period		29,088			-
Impairment of investment in Snow Lake Resources		(45,556,885	)		-
Closing carrying amount		23,022,266			-

	Consolidated
	30 June 2022			30 June 2021
	$			$
Gain on sale and deconsolidation of Snow Lake Resources
Fair value of Snow Lake Resources investment at date of deconsolidation		99,709,182			-
Less carrying value of net assets on deconsolidation		(7,931,085	)		-
Gain on sale and deconsolidation of Snow Lake Resources		91,778,097			-

On the 23 November 2021 Nova Minerals’ 73.8% owned subsidiary Snow Lake Resources completed an initial public offering on the NASDAQ stock exchange. Following the flotation Nova’s shareholding in Snow Lake Resources was reduced to 54.5% and 46.1% on a fully diluted basis.

As a result of the shareholding dilution, as well as the company having limited oversight in management of the 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 IFRS 10 Consolidated Financial Statements Nova Minerals therefore derecognised the assets and liabilities of the Snow Lake Resources group in its consolidated statement of financial position as at 23 November 2021, generating a loss on deconsolidation recognised in the consolidated profit and loss statement of the group in the period.

Nova Minerals was determined by the directors to retain significant influence over Snow Lake Resources and therefore Nova Mineral’s remaining interest in Snow Lake Resources has been recognised as an investment in an associate at fair value as at the date of control loss and the equity method of investment accounting applied.

The initial fair value of the investment recognised on deconsolidation was determined as being Nova Minerals shareholding in Snow Lake Resources at the initial public offering price of $7.50 USD.

On the 12 April 2022 Nova Minerals sold 3,000,000 Snow Lake shares at $5.49 USD after costs, resulting in a $9,102,187 AUD loss. Following the sale of shares, Nova’s shareholding in Snow Lake Resources was reduced to 37.5% and 31.7% on a fully diluted basis.

As of the 30 June 2022, the board has determined the shares in Snow Lake Resources should be impaired due to a fall in the share price. As of the 30 June 2022 the fair value of the investment recognised was determined as being Nova’s shareholding of 6,600,000 shares in Snow Lake Resources at $2.40 USD resulting in an impairment of $45,556,885.

F-22

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 8. Non-Current Assets - Other Financial Assets

	Consolidated
	30 June 2022		30 June 2021
	$		$
Investments in Asra Minerals Limited at fair value		3,797,443		2,734,349
Loans granted to related parties note 19		166,348		207,738
		3,963,791		2,942,087

	Consolidated
	30 June 2022			30 June 2021
	$			$
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		2,734,349			30,719
Addition
Conversion of Asra Minerals convertible note and interest		-			425,725
Aara Minerals Shares		495,590			200,000
Asra Minerals Options		46,509			-
Disposal		-			-
AX8 shares					(93,623	)
Asra Minerals Shares		(238,927	)		-
Gain on disposal
Asra Minerals shares		232,596			62,904
Movement in fair value
Asra Minerals Shares		62,238			2,108,624
Asra Minerals ASROB options		465,088			-
Closing fair value		3,797,443			2,734,349

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 8.75% ownership.

F-23

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 9. Non-Current Assets - Property, Plant and Equipment

	Consolidated
	30 June 2022			30 June 2021
	$			$
Plant and equipment - at cost		3,854,410			2,729,709
Less: Accumulated depreciation		(735,602	)		(358,737	)
		3,118,808			2,370,972

Reconciliations

	Consolidated
	30 June 2022			30 June 2021
	$			$
Opening balance		2,370,972			1,258,034
Additions		937,981			1,379,500
Foreign exchange movement		156,683			(60,824	)
Depreciation expense		(346,828	)		(205,738	)
Carrying amount at end of period		3,118,808			2,370,972

Note 10. Non-Current Assets - Exploration and Evaluation

	Consolidated
	30 June 2022		30 June 2021
	$		$
Exploration and evaluation expenditure		56,702,626		35,843,069

Reconciliations

	Consolidated
	30 June 2022			30 June 2021
	$			$
Opening balance		35,843,069			15,033,203
Additions		26,910,709			21,439,198
Deconsolidation of Snow Lake Resources		(8,532,572	)		-
Revaluation due to foreign exchange		2,481,420			(531,111	)
Reclassification of exploration expenditure to profit and loss		-			(98,221	)
Carrying amount at end of year		56,702,626			35,843,069

F-24

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 11. Equity - Issued Capital

	Consolidated
	30 June 2022		30 June 2021		30 June 2022			30 June 2021
	Shares		Shares		$			$
Issued capital		180,202,285		1,680,946,647		130,246,297			117,934,296
Share issue costs		-		-		(4,533,038	)		(3,011,598	)
		180,202,285		1,680,946,647		125,713,259			114,922,698

	June 2022			June 2022			June 2021			June 2021
Ordinary share - issued and fully paid		No			$			No			$
At the beginning of the period		1,680,946,647			114,922,698			1,079,512,182			78,401,191
- Contributions of equity		109,090,910			12,000,000			123,529,412			21,000,000
- Shares issued on conversion of options		-			-			453,476,481			15,441,257
- Shares issued on conversion of derivative security		-			-			31,428,572			3,142,857
- Share buy back		-			-			(7,000,000	)		(997,018	)
- Performance rights exercised		12,000,000			312,000			-			-
- Consolidation of shares adjustment (a)		(1,621,835,272	)		-			-			-
- Share issue costs - sharebased payments (note 25)		-			(732,000	)		-			(699,790	)
- Share issue costs - cash payments		-			(789,439	)		-			(1,365,799	)
Closing balance		180,202,285			125,713,259			1,680,946,647			114,922,698

(a) On the 29 November 2021 the company completed share consolidation on a 10:1 basis

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.

F-25

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 12. Equity - Share Based-Payment Reserves

	Consolidated
	30 June 2022		30 June 2021
	$		$
Share-based payments reserve		7,309,323		6,652,087
Convertible note reserve		-		81,031
		7,309,323		6,733,118

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 2022			30 June 2021
	$			$
Opening balance		6,733,118			4,468,607
Movement in reserve due to deconsolidation of Snow Lake Resources (note 7)		(1,043,848	)		-
Options expense in period (note 25)		1,457,000			2,183,480
Performance rights granted (note 25)		163,053			-
Convertible note reserve		-			81,031
Closing balance		7,309,323			6,733,118

Note 13. Equity - Non-Controlling Interest

	Consolidated
	30 June 2022			30 June 2021
	$			$
Issued capital		7,357,911			6,326,958
Reserves		392,832			222,783
Accumulated losses		(169,118	)		(753,915	)
		7,581,625			5,795,826

In line with IFRS10 Consolidated Financial Statements Nova Minerals derecognised Snow Lake Resources in its consolidated statement of financial position as at 23 November 2021. The non-controlling interest as of 30 June 2022 is 0% (30 June 2021: 26.20%).

As of the 30 June 2022 the non-controlling interest is 15% (30 June 2021: 15%) equity holding in AKCM Pty Ltd.

F-26

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 14. 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 Company operates internationally and therefore there is exposure to foreign exchange risk arising from currency exposures. The Company is not exposed to equity security price risk and holds no equity investments. The Company is not exposed to commodity price risk as the Company 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 2022		30 June 2021
	$		$
Variable Rate Instruments
Cash and cash equivalents		21,278,936		15,516,112

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 2021. The following table summarises the sensitivity of the Company’s financial assets (cash) to interest rate risk:

	Carrying Amount		Profit or Loss 100 bp Increase		Profit or Loss 100 bp Decrease			Equity 100 bp Increase		Equity 100 bp Decrease
	$		$		$			$		$
30 June 2022
Variable rate instruments
Cash and cash equivalents		21,278,936		212,789		(212,789	)		212,789		(212,789	)

F-27

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 14. Financial Instruments Continued

	Carrying Amount		Profit or Loss 100 bp Increase		Profit or Loss 100 bp Decrease			Equity 100 bp Increase		Equity 100 bp Decrease
	$		$		$			$		$
30 June 2021
Variable rate instruments
Cash and cash equivalents		15,516,112		155,161		(155,161	)		155,161		(155,161	)

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 2022		30 June 2021
	$		$
Cash and cash equivalents		21,278,936		15,516,112
BAS Receivables		142,860		-
		21,421,796		15,516,112

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:

	Weighted Average Interest Rate		6 Months or Less		6 to 12 Months		Between 2 and 5 Years		Over 5 Years		Carrying Amount		Total Contract-ual Cash Flows
Consolidated - 30 June 2022	%		$		$		$		$		$		$
Non-derivatives
Non-interest bearing
Trade payables		-		3,999,582		-		-		-		3,999,582		3,999,582
Total non-derivatives				3,999,582		-		-		-		3,999,582		3,999,582

F-28

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 14. Financial Instruments Continued

	Weighted Average Interest Rate			6 Months or Less		6 to 12 Months		Between 2 and 5 Years		Over 5 Years		Carrying Amount		Total Contract-ual Cash Flows
Consolidated - 30 June 2021	%			$		$		$		$		$		$
Non-derivatives
Non-interest bearing
Trade payables		-			3,424,690		-		-		-		3,424,690		3,424,690
Convertible note		12.00	%		-		862,371		-		-		862,371		862,371
Total non-derivatives					3,424,690		862,371		-		-		4,287,061		4,287,061

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.

Note 15. 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 2022	$		$		$		$
Assets
Investments at fair value		3,797,443		-		-		3,797,443
Total assets		3,797,443		-		-		3,797,443

	Level 1		Level 2		Level 3		Total
Consolidated - 30 June 2021	$		$		$		$
Assets
Investments at fair value		2,734,349		-		-		2,734,349
Total assets		2,734,349		-		-		2,734,349
Liabilities
Convertible Note		862,371		-		-		862,371
Total liabilities		862,371		-		-		862,371

F-29

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 16. 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 2022		30 June 2021
	$		$
Short-term employee benefits		597,673		526,184
Share-based payments		229,277		975,788
		826,950		1,501,972

Note 17. 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 2022		30 June 2021
	$		$
Audit services - RSM Australia Partners
Audit or review of the financial statements		77,500		95,920
Other services - RSM Australia Partners
Preparation of the tax return		3,656		6,500
		81,156		102,420

	Consolidated
	30 June 2022		30 June 2021
	$		$
Audit services – Grassi & Co
Audit or review of the financial statements		136,364		219,619
		136,364		219,619

Note 18. Contingent Liabilities

There are no contingent liabilities that the consolidated entity has become aware of at 30 June 2022 and 30 June 2021.

F-30

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 19. Related Party Transactions

Parent entity

Nova Minerals Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in Note 21.

Key management personnel

Disclosures relating to key management personnel are set out in Note 16 and the remuneration report included in the directors’ report.

The following transactions occurred with related parties:

	Consolidated
	30 June 2022		30 June 2021
	$		$
Payment for goods and services:
Payment to Benison Contractors Pty Ltd a company of Louie Siemens for Snow Lake Resources director fee		33,066		-
Payment to Christopher Gerteisen for Snow Lake Resources consulting fees		6,533		-
Payment to Speedy Investments Pty Ltd a company of Craig Bentley for consulting fees		1,700		-
Payment to Harpia Group AG a company of Rodrigo Pasqua for consulting fees		12,160		-

During the 2021 year there were no related party transactions.

Loans to/from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:

	Consolidated
	30 June 2022		30 June 2021
	$		$
Current Receivables:
Snow Lake Resources other receivable		29,216		-
Non-Current Receivables:
Loan to Rotor X		166,348		207,738

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates

F-31

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 20. 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 2022		30 June 2021
	$		$
Profit/(loss) after income tax		39,569,245		(2,397,162	)
Total comprehensive income/(loss)		39,569,245		(2,397,162	)

Statement of financial position

	Parent
	30 June 2022			30 June 2021
	$			$
Total current assets		6,338,838			12,190,488
Total assets		103,094,398			50,960,105
Total current liabilities		256,494			101,595
Total liabilities		256,494			101,595
Equity
Issued capital		125,713,259			114,922,699
Share-based payments reserve		7,309,323			5,689,270
Accumulated losses		(30,184,678	)		(69,753,459	)
Total equity		102,837,904			50,858,510

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2022 and 30 June 2021.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 1.

F-32

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 21. 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		Ownership Interest			Ownership Interest			Ownership Interest			Ownership Interest
	of Business / Country of	Class of	30 June 2022			30 June 2021			30 June 2022			30 June 2021
Name	Incorporation	Shares	%			%			%			%
Snow Lake Resources Ltd^	Canada	Ordinary		-			73.80	%		-			26.20	%
Snow Lake (Crowduck) Ltd	Canada	Ordinary		-			100.00	%		-			-
Snow Lake Exploration Ltd	Canada	Ordinary		-			100.00	%		-			-
Thompson Bros Lithium Pty Ltd	Australia	Ordinary		-			100.00	%		-			-
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	%		-			-

^ Snow Lake Resources Ltd is the immediate parent of Snow Lake (Crowduck) Ltd, Snow Lake Exploration Ltd and Thompson Bros Lithium Pty Ltd (Formerly “Manitoba Minerals Pty Ltd”).

In line with IFRS 10 Consolidated Financial Statements Nova Minerals derecognised Snow Lake Resources in its consolidated statement of financial position as at 23 November 2021. The Non-Controlling interest as of 30 June 2022 is 0% (30 June 2021: 26.20%).

*ACKM (AUS) Pty Ltd is the immediate parent of AK Operations LLC and Ak Custom Mining LLC.

In December 2017 Nova entered into a JV agreement with AK Minerals Pty Ltd, a private company registered in NSW, comprising a farm-in for a number of exploration projects. As part of the agreement the JV entity AKCM (AUST) Pty Ltd was formed, with tenements transferred from AK Minerals to the JVCo. Based on a number of stages of expenditure as set out per the agreement Nova is entitled to increasing shareholding in the entity, acquiring 51% of shares after Stage 2 and 70% after Stage 3 per the original agreement.

Nova now has a 85% interest in the Estelle Gold Project through surpassing ongoing expenditure requirements.

F-33

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 21. Interests in Subsidiaries Continued

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						Snow Lake Resources Ltd
	30 June 2022			30 June 2021			30 June 2022			30 June 2021
	$			$			$			$
Summarised statement of financial position
Current assets		15,182,579			3,081,182			-			439,453
Non-current assets		59,691,189			29,764,042			-			6,120,100
Total assets		74,873,768			32,845,224			-			6,559,553
Current liabilities		3,743,091			2,978,781			-			662,987
Non-current liabilities		-			-			-			862,370
Total liabilities		3,743,091			2,978,781			-			1,525,357
Net assets		71,130,677			29,866,443			-			5,034,196
Summarised statement of profit or loss and other comprehensive income
Revenue		-			345			-			-
Expenses		(450,134	)		(289,051	)		(817,608	)		(657,599	)
Loss before income tax expense		(450,134	)		(288,706	)		(817,608	)		(657,599	)
Income tax expense		-			-			-			-
Loss after income tax expense		(450,134	)		(288,706	)		(817,608	)		(657,599	)
Other comprehensive income/(loss)		-			-			-			-
Total comprehensive income/(loss)		(450,134	)		(288,706	)		(817,608	)		(657,599	)
Statement of cash flows
Net cash used in operating activities		(9,139,831	)		(7,944,812	)		(274,751	)		(660,456	)
Net cash from/(used in) investing activities		19,980,149			10,316,343			(11,149	)		-
Net cash from financing activities		-			-			-			825,235
Net increase/(decrease) in cash and cash equivalents		10,840,318			2,371,531			(285,900	)		164,779
Other financial information
Loss attributable to non-controlling interests		(67,520	)		(43,306	)		(214,213	)		(172,291	)
Accumulated non-controlling interests at the end of reporting period		(237,712	)		(170,192	)		(868,653	)		(654,440	)

F-34

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 22. Events After the Reporting Period

The following events have occurred subsequent to the period end:

On 8 August 2022, it was announced Exceptional High-Grade Gold Continues at RPM North

On 10 August 2022, it was announced that it had achieved Concentrate Leach Recoveries of over 96% at RPM. This High-grade gold with high gold recoveries at RPM lays a solid foundation for improved economics in the Phase 2 Scoping Study

On 22 August 2022, it was announced that it had Hits of 78m @ 16.0 g/t Gold Within 258m @ 5.1g/t at RPM. Further Broad Zones of Continuous High-Grade Gold Intersected at RPM North in Step Out Drill Holes

On 30 August 2022, it was announced that Drilling has Now Commenced at Cathedral within the Korbel Valley

On 5 September 2022, the Company announced that it has issued 3,458,990 fully paid shares (“Shares”) upon the exercise of 6,250,000 unlisted options (“Options”) issued under the Company’s Employee Share Option Plan (“ESOP Plan”) of which:

NVAUOP4 (ASX: NVAAA)

3,458,990 fully paid shares (“Shares”) upon the exercise of 6,250,000 unlisted options (“Options”) issued under the Company’s Employee Share Option Plan (“ESOP Plan”) of which:

3,303,372 Shares were issued on exercise of 6,000,000 Options pursuant to the cashless exercise facility under the ESOP Plan; and 100,000 Shares were issued on exercise of the same number of Options.

NVAEIOPT (ASX: NVAAB)

55,618 Shares were issued on exercise of 150,000 Options pursuant to the cashless exercise facility under the ESOP Plan.

On 16 September 2022, it was announced that Snow Lake Lithium was Preparing for a Lithium Resource Upgrade. 37% owned Snow Lake Resources Ltd, d/b/a Snow Lake Lithium Ltd (NASDAQ:LITM) (“Snow Lake” or the “Company”), announced that the Company has successfully completed over 20,000 meters of additional drilling on the Snow Lake Lithium project, tripling the amount of drilling that can be used towards the Company’s resource expansion plans scheduled to be completed this fall.

On 4 October 2022, it was announced that High Grade Gold Intercepts Continue for Nova at RPM. Further Broad Zones of Continuous High-Grade Gold Intersected at RPM North in Step Out Drill Holes

On 21 November 2022, it was announced that Global Gold Fund Leads A$30m (US$20m) Funding Package to fast track resource and exploration drilling and accelerate economic studies to unlock the Estelle Gold Trend

On 29 November 2022, it was announced the results of the Annual General Meeting held on 29 November 2022 On 21 December 2022, it was announced that RPM Continues to Deliver High Grade Gold as Footprint Grows On 16 January 2023 it was announced that The Company’s 2022 exploration mapping and sampling campaign confirmed the discovery of a new broad zone of high-grade gold mineralisation at the recently named Trumpet Prospect, located 1.5km Northwest of Train.

On 31 January 2023, the Company held an General Meeting and the results of the meeting were announced regarding various share and option issues.

On 31 January 2023 it was announced that as a 37% shareholder in Snow Lake Lithium Ltd (NASDAQ:LITM), the Company announced the restructuring of the Snow Lake board, and outlined Snow Lake’s growth and development strategy moving forward.

On 9 March 2023 it was announced that mineral resource definition drilling at Cathedral has identified another Broad Gold Zone within the Korbel Mining Complex.

On 16 March 2023 it was announced that the company had changed its share registry to Automic.

On 11 April 2023 it was announced that the company Global gold resource increased to 9.9 Moz Au (1,102Mt @ 0.3 g/t Au) across the Estelle Gold Project, including a new super high-grade Measured component from surface of 180,000 oz @ 4.1 g/t Au at RPM North.

F-35

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 22. Events After the Reporting Period Continued

On 21 April 2023 it was announced that the company would reward shareholders with a Loyalty Option. Loyalty Options were issued for nil consideration to eligible shareholders at a ratio of one (1) free Loyalty Option for every thirty (30) shares held. Each Loyalty Option is convertible into one (1) ordinary share at an exercise price of A$0.70, expiring on 30 April 2024, and if exercised, will result in the issue of Additional Options at a ratio of one (1) Additional Option for every two (2) Loyalty Options exercised by the expiry date. Additional Options will have an exercise price of A$1.00, expiring on 30 June 2025

On 15 May 2023 it was announced that the Phase 2 Scoping Study for the Estelle Gold Project. The Phase 2 Scoping Study confirms the potential for a commercially robust mining operation at the Estelle Gold Project with improved financial and mining metrics, while also highlighting the impact of increasing the LOM average mill feed grade, which is now the core focus for the company in the upcoming 2023 drill program.

On 17 May 2023 the company announced the 2023 Field Program Outline for the Estelle Gold Project.

That 1.6 million unquoted options exercisable at $1.35 and expiring on 20 May 2023 (0.5m NVAAR and 1.1m NVAAS) were cancelled without being exercised.

On 30 May 2023, the Company announced that it has issued 182 fully paid shares (“Shares”) upon the exercise of 182 unlisted options (“Options”) issued under the Loyalty Options plan.

COVID-19 Impact

The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

No other matter or circumstance has arisen since 30 June 2022 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 23. Reconciliation of Profit/(Loss) After Income Tax to Net Cash Used in Operating Activities

	Consolidated
	30 June 2022			30 June 2021
	$			$
Profit/(loss) after income tax expense for the year		34,402,821			(3,343,467	)
Adjustments for:
Gain from sale of investment		-			(376,507	)
Fair value gain on investments		(565,317	)		(2,108,624	)
Exploration costs reclassified		-			98,222
Depreciation		346,828			205,739
Share based payments (Note 25)		1,200,053			1,470,936
Non-cash finance costs		(133,649	)		102,010
Gain from deconsolidation of Snow Lake Resources		(91,778,097	)		-
Loss on disposal of Snow Lake Resources		9,102,187			-
Fair value gain/(loss) on derivative liabilities		-			1,828,857
Interest income		(20,000	)		-
Impairment of Investment in Snow Lake Resources		45,556,885			-
Share of profit – associates		29,088			-
Foreign exchange gain intercompany loans		(1,533,601	)		-
Change in operating assets and liabilities:
Increase in trade and other receivables		(47,469	)		(15,502	)
Increase in trade and other payables		584,510			-
Net cash used in operating activities		(2,855,761	)		(2,138,336	)

Note 24. Earnings/(Loss) Per Share

	Consolidated
	30 June 2022		30 June 2021
	$		$
Profit/(loss) after income tax		34,402,821		(3,343,467	)
Non-controlling interest		281,733		215,597
Profit/(loss) after income tax		34,684,554		(3,127,870	)

F-36

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 24. Earnings/(Loss) Per Share Continued

	30 June 2022		30 June 2021
Weighted average number of ordinary shares used in calculating basic earnings per share		176,847,043		155,460,563
Adjustments for calculation of diluted earnings per share: Options over ordinary shares		12,150,000		-
Weighted average number of ordinary shares used in calculating diluted earnings per share		188,997,043		155,460,563

	$		$
Basic earnings/(loss) per share		0.20		(0.02	)
Diluted earnings/(loss) per share		0.18		(0.02	)

The weighted average number of ordinary shares for 30 June 2021 has been restated for the effect of the share consolidation completed in November 2021, in accordance with IFRS 33 ‘Earnings per share’.

	30 June 2021
Weighted average number of ordinary shares used in calculating basic earnings per share (before restatement)		1,554,605,632
Restatement following consolidation		(1,399,145,069	)
Weighted average number of ordinary shares used in calculating basic earnings per share (after restatement)		155,460,563

- As of the 30 June 2021 there were 97,500,000 (9,750,000 restated) outstanding unlisted options that would be included in the diluted calculation.

- As of the 30 June 2022 there were 12,150,000 outstanding unlisted options that have been included in the diluted calculation.

Note 25. 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 2022		30 June 2021
	$		$
Recognised in Profit & Loss:
Advisor options 2		395,000		-
Advisor options 3		330,000		-
Performance rights exercised (note 11)		312,000		-
Performance rights granted		163,053		-
Employee stock options 4		-		97,579
Director stock options 5		-		975,788
Consultant options 6		-		397,569
Total		1,200,053		1,470,936

F-37

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 25. Share-Based Payments Continued

	Consolidated
	30 June 2022		30 June 2021
	$		$
Recognised in Equity
Options issued to brokers 1		732,000		-

Options Granted

Recognised in	1 Broker Options Equity Note 11			2 Advisor Options Profit & Loss			3 Advisor Options Profit & Loss
Grant date		27/09/2021			20/10/2021			20/10/2021
Issued date		27/09/2021			20/10/2021			20/10/2021
Number of options issued		1,200,000			500,000			500,000
Expiry date		27/09/2023			20/05/2023			7/10/2023
Vesting date		27/09/2021			20/10/2021			20/10/2021
Share price at grant date	$	1.45		$	1.55		$	1.55
Exercise Price	$	2.20		$	1.35		$	2.20
Expected Volatility		100	%		100	%		100	%
Risk-Free Interest Rate		0.26	%		0.26	%		0.26	%
Underlying fair value at grant date	$	0.61		$	0.79		$	0.66
Fair Value		732,000			395,000			330,000

For the options granted during the June 2021 financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:

Recognised in	4 Employee Stock Options Profit & Loss			5 Director Stock Options Profit & Loss			6 Consultant Options Profit & Loss
Grant date		29/12/2020			29/12/2020			20/05/2021
Issued date		29/12/2020			29/12/2020			20/5/2021
Number of options issued		1,000,000			10,000,000			6,000,000
Expiry date		29/12/2023			29/12/2023			20/05/2023
Vesting date		29/12/2020			29/12/2020			20/05/2021
Share price at grant date	$	0.17		$	0.17		$	0.14
Exercise price	$	0.075		$	0.075		$	0.135
Expected volatility		100	%		100	%		100	%
Risk-free interest rate		1	%		1	%		0.26	%
Dividend yield		0			0			0
Early exercise factor		2.50			2.50			2.50
Trinomial step		200			200			200
Underlying fair value at grant date	$	0.10		$	0.10		$	0.066
Fair value		97,579			975,788			397,569

F-38

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 25. Share-Based Payments Continued

Option Movement June 2022

Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30 June 2022 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		600,000		-		-		-		600,000
On or before 27 September 2023	$	2.20		-		1,200,000		-		-		1,200,000
On or before 20 May 2023	$	1.40		-		500,000		-		-		500,000
On or before 7 October 2023	$	2.20		-		500,000		-		-		500,000
Total		-		9,750,000		2,200,000		-		-		11,950,000

On the 29 November 2021 the company completed share consolidation on a 10:1 basis

The weighted average year remaining contractual life

The weighted average year remaining contractual life for share-based payment options outstanding as of the 30 June 2022 was 0.60 years

Option Movement June 2021

Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 30 June 2021 financial year:

Exercise period	Exercise Price		Beginning Balance		Issued		Exercised			Lapsed			Ending Balance
On or before 31 August 2020	$	0.325		43,877,258		-		(43,547,648	)		(329,610	)		-
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 June 2022	$	0.70		1,800,000		-		(1,800,000	)		-			-
On or before 25 November 2022	$	3.00		-		1,050,000		-			-			1,050,000
On or before 2 December 2023	$	0.80		-		1,100,000		-			-			1,100,000
On or before 20 May 2023	$	1.35		-		600,000		-			-			600,000
Total				52,677,258		2,750,000		(45,347,648	)		(329,610	)		9,750,000

F-39

Notes to the Consolidated Financial Statements

For the Year Ended 30 June 2022

Note 25. Share-Based Payments Continued

The weighted average year remaining contractual life

Performance Rights

2022 Performance Rights:

During the period 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.

Vesting conditions for the rights are set out in the table below:

Class of Performance Rights	Applicable Milestone	Lapse Date	Number Rights 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

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 $163,053.

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

2020 Performance rights issue:

On 2 April 2020 36 million performance rights were issued to directors and key management as disclosed in the 2020 annual general meeting notice announced 26 February 2020. The performance rights were 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. Achievement of the vesting conditions attached to the rights within the expiry period was initially assessed by the directors as highly improbable and therefore no charge was recognised.

During the period 12 million of the 2020 performance rights issue vested and were exercised by holders resulting in 12 million ordinary shares being issued on 29 October 2021 - see issued capital Note 11

Fair value of the exercised rights has been measured using the share price at grant date and a charge of $312,000 recognised in share-based payment expenses in the current period in respect of the issue.

The remaining 24 million performance rights as part of the 2020 issue expired on 28 October 2021.

F-40

Consolidated Statements of Profit and Loss and Comprehensive Income (Loss)

and Other Comprehensive Income

For the Half-Years Ended 31 December 2022 and December 2021

Unaudited

		Consolidated
	Note	31 Dec 2022			31 Dec 2021
		$			$
Revenue
Other Income
Foreign exchange movement on financial liability			103,691			-
Interest income			-			20,000
Fair value loss on investments	6		(1,264,375	)		(88,097	)
Gain on sale of property plant & equipment			16,137			-
Gain from deconsolidation of Snow Lake Resources	5		-			91,778,097
Loss on derivative liabilities			386,493			133,649
Foreign exchange gain			158,208			-
Share of profits of associate accounted for using equity method			(2,449,281	)		29,088
Total revenue			(3,049,127	)		91,872,737
Expenses
Administration expenses			(1,324,845	)		(1,255,007	)
Contractors & consultants			(519,748	)		(696,294	)
Share based payments	17		(809,172	)		(1,064,675	)
Amortisation of financial liability	3		(151,229	)		-
Finance costs	3		(49,330	)		(141,435	)
Total expenses			(2,854,324	)		(3,157,411	)
Profit/(Loss) Before Income Tax Expense			(5,903,451	)		88,715,326
Income tax expense			-			-
Profit/(Loss) After Income Tax Expense for the Half-Year			(5,903,451	)		88,715,326
Other Comprehensive Income/(Loss)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation			809,851			1,190,373
Other comprehensive income/(loss) for the half-year, net of tax			809,851			1,190,373
Total Comprehensive Income/(Loss) for the Half-Year			(5,093,600	)		89,905,699
Profit/(loss) for the half-year is attributable to:
Non-controlling interest			(45,564	)		(244,379	)
Owners of Nova Minerals Limited			(5,857,887	)		88,959,705
			(5,903,451	)		88,715,326
Total comprehensive income/(loss) for the half-year is attributable to:
Non-controlling interest			77,889			(65,703	)
Owners of Nova Minerals Limited			(5,171,489	)		89,971,402
			(5,093,600	)		89,905,699

		$			$
Basic earnings/(loss) per share	16		(0.03	)		0.51
Diluted earnings/(loss) per share	16		(0.03	)		0.47

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

F-41

Consolidated Statements of Financial Position

As of 31 December 2022, and 30 June 2022

Unaudited

		Consolidated
	Note	31 Dec 2022			30 June 2022
		$			$
Assets
Current Assets
Cash and cash equivalents			24,979,845			21,278,936
Trade and other receivables	4		367,485			242,481
Total current assets			25,347,330			21,521,417
Non-Current Assets
Investment in associate	5		20,572,985			23,022,266
Other financial assets	6		2,874,563			3,963,791
Property, plant and equipment	7		2,920,950			3,118,808
Exploration and evaluation	8		74,729,744			56,702,626
Total non-current assets			101,098,242			86,807,491
Total Assets			126,445,572			108,328,908
Liabilities
Current Liabilities
Trade and other payables			1,961,535			3,999,582
Convertible note	9		2,663,337			-
Total current liabilities			4,624,872			3,999,582
Non-Current Liabilities
Convertible note	9		4,446,918			-
Total non-current liabilities			4,446,918			-
Total Liabilities			9,071,790			3,999,582
Net Assets			117,373,782			104,329,326
Equity
Issued capital	10		142,405,474			125,713,259
Foreign currency reserves			2,912,448			2,226,051
Share based-payment reserves	11		8,755,165			7,309,323
Accumulated losses			(44,358,819	)		(38,500,932	)
Equity attributable to the owners of Nova Minerals Limited			109,714,268			96,747,701
Non-controlling interest	12		7,659,514			7,581,625
Total Equity			117,373,782			104,329,326

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

F-42

Consolidated Statement of Changes in Equity

For the Half-Year Ended 31 December 2021

Unaudited

	Issued			Share Based Payments			Foreign Currency			Accumulated			Non- Controlling			Total
	Capital			Reserves			Reserves			losses			Interest			Equity
Consolidated	$			$			$			$			$			$
Balance at 1 July 2021		114,922,698			6,733,118			(816,390	)		(74,055,061	)		5,795,826			52,580,191
Profit/(loss) after income tax expense for the half-year		-			-			-			88,959,705			(244,379	)		88,715,326
Other comprehensive income/(loss) for the half-year, net of tax		-			-			1,011,697			-			178,676			1,190,373
Total comprehensive income/(loss) for the half-year		-			-			1,011,697			88,959,705			(65,703	)		89,905,699
Movement in non-controlling interest due to increase in issued capital of AKCM Pty Ltd		-			-			131,318			(2,626,949	)		2,495,631			-
Movement in equity of Snow Lake Resources due to loss of control		-			(1,043,848	)		(241,826	)		3,898,683			(1,384,085	)		1,228,924
Transactions with owners in their capacity as owners:
Issue of shares for cash (note 10)		12,000,000			-			-			-			-			12,000,000
Exercise of performance rights (note 10)		312,000			-			-			-			-			312,000
Share issue costs (note 10)		(1,521,439	)		-			-			-			-			(1,521,439	)
Share options expense for period (note 17)		-			1,457,000			-			-			-			1,457,000
Performance rights granted (note 17)		-			27,675			-			-			-			27,675
Balance at 31 December 2021		125,713,259			7,173,945			84,799			16,176,378			6,841,669			155,990,050

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

F-43

Consolidated Statement of Changes in Equity (Continued)

For the Half-Year Ended 31 December 2022

Unaudited

	Issued			Share based payments		Foreign currency		Accumulated			Non- controlling			Total
	capital			reserves		reserves		losses			interest			equity
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 half-year		-			-		-		(5,857,887	)		(45,564	)		(5,903,451	)
Other comprehensive income/(loss) for the half-year, net of tax		-			-		686,397		-			123,453			809,850
Total comprehensive income/(loss) for the half-year		-			-		686,397		(5,857,887	)		77,889			(5,093,601	)
Transactions with owners in their capacity as owners:
Issue of shares for cash (note 10)		18,474,999			-		-		-			-			18,474,999
Exercise of options (note 10)		40,000			-		-		-			-			40,000
Share issue costs (note 10)		(1,822,784	)		-		-		-			-			(1,822,784	)
Share options expense for period (note 17)		-			1,308,220		-		-			-			1,308,220
Performance rights granted (note 17)		-			137,622		-		-			-			137,622
Balance at 31 December 2022		142,405,474			8,755,165		2,912,448		(44,358,819	)		7,659,514			117,373,782

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

F-44

Consolidated Statements of Cash Flows

For the Half-Years Ended 31 December 2022 and 2021

Unaudited

		Consolidated
	Note	31 Dec 2022			31 Dec 2021
		$			$
Cash Flows from Operating Activities
Payments to suppliers and employees (inclusive of GST)			(1,433,529	)		(1,149,773	)
Net cash used in operating activities			(1,433,529	)		(1,149,773	)
Cash Flows from Investing Activities
Payments for property, plant, and equipment			(104,464	)		(887,607	)
Payments for exploration and evaluation			(19,064,831	)		(16,379,715	)
Convertible note in Asra Minerals Limited			(250,000	)		-
Monies received from related party			74,239			-
Payments to acquire investments			-			(357,658	)
Proceeds from disposal of Investments			-			72,796
Loss of cash due to deconsolidation of Snow Lake Resources			-			(59,719	)
Proceeds from disposal of property, plant, and equipment			38,500			-
Net cash used in investing activities			(19,306,556	)		(17,611,903	)
Cash Flows from Financing Activities
Proceeds from issue of shares	10		18,474,999			12,000,000
Proceeds from Issue of convertible note			7,449,210			-
Proceeds from exercise of options			40,000			-
Corporate advisory costs			(300,000	)		-
Share issue transaction costs			(1,257,391	)		(846,964	)
Net cash from financing activities			24,406,818			11,153,036
Net increase/(decrease) in cash and cash equivalents			3,666,733			(7,608,640	)
Cash and cash equivalents at the beginning of the financial half-year			21,278,936			15,516,112
Effects of exchange rate changes on cash and cash equivalents			34,176			86,062
Cash and Cash Equivalents at the End of the Financial Half-Year			24,979,845			7,993,534

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

F-45

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 1. Significant Accounting Policies

These general-purpose financial statements for the interim half-year reporting period ended 31 December 2022 have been prepared in accordance with IAS 34 ‘Interim Financial Reporting’ and the Corporations Act 2001, as appropriate for for-profit oriented entities.

These general-purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2022 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated below.

Foreign Currency Translation

The financial statements are presented in Australian dollars, which is Nova Minerals Limited’s functional and presentation currency 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 International Accounting Standards Board (‘IASB’) 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.

Note 2. Operating Segments

Operating segment information is disclosed on the same basis as information used for internal reporting purposes by the Board of Directors.

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 December 2022 period the Canadian assets relate to the investment in associate and the exploration asset has been eliminated due to the deconsolidation.

F-46

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 2. Operating segments (continued)

Geographical information

	Interest Income				Geographical Non- Current Assets
	31 Dec 2022		31 Dec 2021		31 Dec 2022		30 June 2022
	$		$		$		$
Australia		-		20,000		2,783,064		4,527,956
Canada		-		-		20,572,986		23,022,266
United States		-		-		77,742,192		59,257,269
		-		20,000		101,098,242		86,807,491

Note 3. Expenses

	Consolidated
	31 Dec 2022		31 Dec 2021
	$		$
Profit/(loss) before income tax includes the following specific expenses:
Depreciation		211,443		157,899
Superannuation		610		1,909
		212,053		159,808
Corporate and consultants		519,748		696,294
Finance costs
Finance charges		49,330		141,435
Amortisation of financial liability		151,229		-
Finance costs expensed		200,559		141,435

F-47

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 4. Trade and Other Receivables

	Consolidated
	31 Dec 2022		30 June 2022
	$		$
Current assets
Other receivable		240,718		29,216
Rent Bond		5,830		5,830
Prepayments		41,568		64,575
GST receivable		79,369		142,860
		367,485		242,481

Note 5. Investment in Associate

	Consolidated
	31 Dec 2022			30 June 2022
	$			$
Non-current assets
Investment in Snow Lake Resources		20,572,985			23,022,266
Reconciliation
Reconciliation of the carrying amounts at the beginning and end of the current and previous financial half-year are set out below:
Opening carrying amount		23,022,266			-
Fair value of Snow Lake Resources investment at date of deconsolidation		-			99,709,182
Disposals		-			(22,056,932	)
Loss on disposal on Snow Lake Resources		-			(9,102,187	)
Share of Snow Lake Resources (loss)/profit for period		(2,449,281	)		29,088
Impairment of investment in Snow Lake Resources		-			(45,556,885	)
Closing carrying amount		20,572,985			23,022,266

F-48

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 6. Other Financial Assets

	Consolidated
	31 Dec 2022		30 June 2022
	$		$
Non-current assets
Investments in Asra Minerals Limited at fair value		2,533,068		3,797,443
Loans granted to related parties		91,495		166,348
Convertible note in Asra Minerals Limited		250,000		-
		2,874,563		3,963,791

	Consolidated
	31 Dec 2022			30 June 2022
	$			$
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		3,797,443			2,734,349
Addition
Asra Minerals Shares		-			495,590
Asra Minerals Options		-			46,509
Disposal
Asra Minerals Shares		-			(238,927	)
Gain on disposal
Asra Minerals Shares		-			232,596
Movement in fair value
Asra Minerals Shares		(938,813	)		62,238
Asra Minerals ASROB options		(325,562	)		465,088
Closing fair value		2,533,068			3,797,443

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 8.75% ownership.

F-49

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 7. Property, Plant and Equipment

	Consolidated
	31 Dec 2022			30 June 2022
	$			$
Non-current assets
Plant and equipment - at cost		3,852,024			3,854,410
Less: Accumulated depreciation		(931,074	)		(735,602	)
		2,920,950			3,118,808

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

	Plant and equipment
Consolidated	$
Balance at 1 July 2022		3,118,808
Disposals		(18,863	)
Foreign exchange movement		32,448
Depreciation expense		(211,443	)
Balance at 31 December 2022		2,920,950

Note 8. Exploration and Evaluation

	Consolidated
	31 Dec 2022		30 June 2022
	$		$
Non-current assets
Exploration and evaluation expenditure		74,729,744		56,702,626

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Consolidated	$
Balance at 1 July 2022		56,702,626
Additions		17,073,010
Revaluation due to foreign exchange		954,108
Balance at 31 December 2022		74,729,744

F-50

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 9. Convertible Note

	Consolidated
	31 Dec 2022		30 June 2022
	$		$
Current liabilities
Financial Derivative Liability		1,734,470		-
Financial Liability		928,867		-
		2,663,337		-
Non-current liabilities
Financial Liability		4,446,918		-
		7,110,255		-

Reconciliations

Reconciliation of convertible note since inception to the 31 December is set out below:

	31 Dec 2022
	$
The initial recognition of the financial liability and derivative was:
Financial Derivative Liability		2,120,963
Financial Liability		5,328,247
		7,449,210
Movement to 31 December 2022
Financial Derivative Movement - P&L		(386,493	)
Financial Liability		47,538
		7,110,255

The financial liability and corresponding derivative represent the fair value of the loan facility Nova entered into on 27 October 2022 up to $7 million USD with a 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. 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 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 IFRS 9. 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.

F-51

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 10. Issued Capital

	Consolidated
	31 Dec 2022		30 June 2022		31 Dec 2022			30 June 2022
	Shares		Shares		$			$
Issued capital		210,054,131		180,202,285		148,761,296			130,246,297
Share issue costs		-		-		(6,355,822	)		(4,533,038	)
		21,005,131		180,202,285		142,405,474			125,713,259

	Dec 2022		Dec 2022			June 2022			June 2022
Ordinary share - issued and fully paid	No		$			No			$
At the beginning of the period		180,202,285		125,713,259			1,680,946,647			114,922,698
- Contributions of equity		26,392,856		18,474,999			109,090,910			12,000,000
- Shares issued on conversion of options		100,000		40,000			-			-
- Shares issued on conversion of cashless options		3,358,990		-			-			-
- Performance rights exercised		-		-			12,000,000			312,000
- Consolidation of shares adjustment (a)		-		-			(1,621,835,272	)		-
- Share issue costs - share based payments (note 17)		-		(636,670	)		-			(732,000	)
- Share issue costs - cash payments		-		(1,186,114	)		-			(789,439	)
Closing balance		210,054,131		142,405,474			180,202,285			125,713,259

(a) On the 29 November 2021 the company completed share consolidation on a 10:1 basis

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.

Preference shares

Preference 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, with priority over ordinary shareholders.

Preference shares do not have any voting rights.

F-52

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 11. Share Based-Payment Reserves

	Consolidated
	31 Dec 2022		30 June 2022
	$		$
Share based payment reserve		8,755,165		7,309,323

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 current financial half-year are set out below:

Consolidated	$
Balance at 1 July 2022		7,309,323
Options expense in period (note 17)		1,308,220
Performance rights granted (note 17)		137,622
Balance at 31 December 2022		8,755,165

Note 12. Non-Controlling Interest

	Consolidated
	31 Dec 2022			30 June 2022
	$			$
Issued capital		7,357,911			7,357,911
Reserves		516,286			392,832
Accumulated losses		(214,683	)		(169,118	)
		7,659,514			7,581,625

In line with IFRS 10 Consolidated Financial Statements Nova Minerals derecognised Snow Lake Resources in its consolidated statement of financial position as at 23 November 2021 The non-controlling interest as of 31 December 2022 is 0% (2021: 0%)

As of the 31 December 2022 the non-controlling interest is 15% (2021: 15%) equity holding in AKCM Pty Ltd.

F-53

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 13. 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 - 31 December 2022	$		$		$		$
Assets
Investments in Asra Minerals at fair value		2,533,068		-		-		2,533,068
Convertible note in Asra Minerals Limited		-		250,000		-		250,000
Total assets		2,533,068		250,000		-		2,783,068
Liabilities
Financial Derivative Liability		-		1,734,470		-		1,734,470
Financial Liability - current		-		929,867		-		929,867
Financial Liability - non current		-		4,446,918		-		4,446,918
Total liabilities		-		7,111,255		-		7,111,255

	Level 1		Level 2		Level 3		Total
Consolidated - 30 June 2022	$		$		$		$
Assets
Investments in Asra Minerals at fair value		3,797,443		-		-		3,797,443
Total assets		3,797,443		-		-		3,797,443

Note 14. Contingent Liabilities

There are no contingent liabilities that the consolidated entity has become aware of at 31 December 2022 and 30 June 2022.

F-54

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 15. Events After the Reporting Period

The following events have occurred subsequent to the period end:

● On 31 January 2023, the Company held an General Meeting and the results of the meeting were announced regarding various share and option issues.

● On 31 January 2023 it was announced that as a 37% shareholder in Snow Lake Lithium Ltd (NASDAQ:LITM), the Company announced the restructuring of the Snow Lake board, and outlined Snow Lake’s growth and development strategy moving forward.

● On 9 March 2023 it was announced that mineral resource definition drilling at Cathedral has identified another Broad Gold Zone within the Korbel Mining Complex.

● On 16 March 2023 it was announced that the company had changed its share registry to Automic.

● On 11 April 2023 it was announced that the company Global gold resource increased to 9.9 Moz Au (1,102Mt @ 0.3 g/t Au) across the Estelle Gold Project, including a new super high-grade Measured component from surface of 180,000 oz @ 4.1 g/t Au at RPM North.

● On 21 April 2023 it was announced that the company would reward shareholders with a Loyalty Option. Loyalty Options were issued for nil consideration to eligible shareholders at a ratio of one (1) free Loyalty Option for every thirty (30) shares held. Each Loyalty Option is convertible into one (1) ordinary share at an exercise price of A$0.70, expiring on 30 April 2024, and if exercised, will result in the issue of Additional Options at a ratio of one (1) Additional Option for every two (2) Loyalty Options exercised by the expiry date. Additional Options will have an exercise price of A$1.00, expiring on 30 June 2025.

● On 15 May 2023 it was announced that the Phase 2 Scoping Study for the Estelle Gold Project. The Phase 2 Scoping Study confirms the potential for a commercially robust mining operation at the Estelle Gold Project with improved financial and mining metrics, while also highlighting the impact of increasing the LOM average mill feed grade, which is now the core focus for the company in the upcoming 2023 drill program.

● On 17 May 2023 the company announced the 2023 Field Program Outline for the Estelle Gold Project. That 1.6 million unquoted options exercisable at $1.35 and expiring on 20 May 2023 (0.5m NVAAR and 1.1m NVAAS) were cancelled without being exercised.

● On 30 May 2023, the Company announced that it has issued 182 fully paid shares (“Shares”) upon the exercise of 182 unlisted options (“Options”) issued under the Loyalty Options plan.

No other matter or circumstance has arisen since 31 December 2022 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.

F-55

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 16. Earnings/(Loss) Per Share

	Consolidated
	31 Dec 2022			31 Dec 2021
	$			$
Profit/(loss) after income tax		(5,903,451	)		88,715,326
Non-controlling interest		45,564			244,379
Profit/(loss) after income tax		(5,857,887	)		88,959,705

	31 Dec 2022 Number		31 Dec 2021 Number
Weighted average number of ordinary shares used in calculating basic earnings per share		184,228,086		173,581,053
Adjustments for calculation of diluted earnings per share:
Options outstanding		28,510,727		11,950,000
Performance rights		2,400,000		2,400,000
Weighted average number of ordinary shares used in calculating diluted earnings per share		215,138,813		187,931,053

	$			$
Basic earnings/(loss) per share		(0.03	)		0.51
Diluted earnings/(loss) per share		(0.03	)		0.47

- As of the 31 December 2021 there were 11,950,000 outstanding unlisted options that would be included in the diluted calculation.

- As of the 31 December 2022 there were 28,510,727 outstanding unlisted options that would be included in the diluted calculation.

F-56

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 17. 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
	31 Dec 2022
	$
Recognised in Profit & Loss:
1 - Director options		450,956
2 - Consultant options		196,068
3.- Director options		6,582
4 - Director options		17,944
Total options granted		671,550
Performance rights granted		137,622
Total		809,172

	Consolidated
	31 Dec 2022
	$
Options Recognised in Equity:
5. Options issued to brokers		636,670

Options Granted

For the options granted during the current financial half-year, the valuation model inputs used to determine the fair value at the grant date, are as follows:

	1 Director Options			2 Consultants Options
Recognised in	Profit & Loss			Profit & Loss
Grant date		29/11/2022			29/11/2022
Number of options issued		5,750,000			2,500,000
Expiry date		30/11/2025			30/11/2025
Vesting date		31/03/2023			31/03/2023
Share price at grant date		0.66			0.66
Exercise Price		1.20			1.20
Expected Volatility		90	%		90	%
Risk-Free Interest Rate		3.24	%		3.24	%
Trinomial step		200			200
Early exercise factor		1.20			1.20
Underlying fair value at grant date		0.299			0.299
The total share-based payment expense recognised from the amortisation as of the 31 December 2022 for the issued options		450,956			196,068
Vesting terms		Continuous employment and, $1bn project valuation			Continuous employment and, $1bn project valuation

F-57

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 17. Share-Based Payments (Continued)

	3. Director Options			4. Director Options			5. Broker Options
Recognised in	Profit & Loss			Profit & Loss			Equity
Grant date		29/11/2022			29/11/2022			16/09/2022
Number of options issued		200,000			500,000			1,714,286
Expiry date		7/Oct/2023			20/05/2023			16/09/2025
Vesting date		29/11/2022			29/11/2022			16/09/2022
Share price at grant date		0.66			0.66			0.78
Exercise Price		2.20			1.35			0.91
Expected Volatility		90	%		90	%		90	%
Risk-Free Interest Rate		3.18	%		3.18	%		3.45	%
Trinomial step		200			200			200
Early exercise factor		2.50			2.50			2.5
Underlying fair value at grant date		0.0329			0.0359			0.3714
Fair Value		6,582			17,944			636,670

Option Movement 31 December 2022

Set out below are movements in options on issue over ordinary shares of Nova Minerals Limited during the 31 December 2022 half year period

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 7 October 2023 (1)		2.20		1,700,000		200,000		-			-			1,900,000
On or before 20 May 2023 (1)		1.35		1,100,000		500,000		-			-			1,600,000
On or before 30 November 2025 (1)		1.20		-		8,250,000		-			-			8,250,000
On or before 30 November 2024 (1)		1.10		-		13,196,441		-			-			13,196,441
On or before 16 January 2026 (1)		0.91		-		1,714,286		-			-			1,714,286
Total		-		11,950,000		23,860,727		(6,250,000	)		(1,050,000	)		28,510,727

⁽¹⁾ As of the 31 December 2022 the options had not been issued however, they had been granted and approved to be issued at the AGM

F-58

Notes to the Consolidated Financial Statements

For the Half-Year Ended 31 December 2022

Note 17. Share-Based Payments (Continued)

The weighted average year remaining contractual life.

The weighted average year remaining contractual life for share-based payment options outstanding as of the 31 December 2022 was 1.19 years.

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.

Vesting conditions for the rights are set out in the table below:

Class of			Number
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

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 form the amortisation as of the 31 December 2022 issued performance rights was $137,622.

Set out below are the summaries of Performance rights granted as share based payments.

			Price at						Expired/		Balance at
			Grant						Lapsed/		the end of
Grant date	Expiry date	Class	date		Granted		Exercised		other		half-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

F-59

American Depositary Shares

Representing                        Ordinary Shares

Nova Minerals Limited

PRELIMINARY PROSPECTUS

ThinkEquity

                         , 2023

Through and including          , 2023 (the 25^th day after the date of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 6. Indemnification of Directors and Officers.

Australian law. Australian law provides that a company or a related body corporate of the company may provide for indemnification of officers and directors, except to the extent of any of the following liabilities incurred as an officer or director of the company:

● a liability owed to the company or a related body corporate of the company;

● a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB 1317HC or 1317HE of the Corporations Act;

● a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith; or

● legal costs incurred in defending an action for a liability incurred as an officer or auditor of the company if the costs are incurred:

○	in defending or resisting proceedings in which the person is found to have a liability for which they cannot be indemnified as set out above;
○	in defending or resisting criminal proceedings in which the person is found guilty;
○	in defending or resisting proceedings brought by the Australian Securities & Investments Commission or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the Australian Securities & Investments Commission or a liquidator as part of an investigation before commencing proceedings for a court order); or
○	in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.

Constitution. Our constitution provides, except to the extent prohibited by the law and the restrictions in section 199A of the Corporations Act and, to the extent that the officer is not otherwise indemnified by us pursuant to an indemnity, we indemnify every person who is or has been an officer of our company against any liability or claim (other than legal costs that are unreasonable) incurred by that person as an officer or on behalf of or bona fide in the interests of our company. This includes any liability or claim incurred by that person in their capacity as an officer of a subsidiary of our company where we requested that person to accept that appointment.

Indemnification and Insurance Agreements. We have agreed to indemnify our executive officers and non-employee directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. We also maintain insurance policies that indemnify our directors and executive officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.

SEC Position. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities.

● From July 1, 2020 through June 30, 2021, we issued 43,547,648 ordinary shares upon the exercise of options granted in connection with capital raise transactions.. Exercise price was A$0.325 (US$0.21)

● From July 1, 2020 through June 30, 2021, we issued 1,800,000 ordinary shares upon the exercise of options granted in connection with capital raise transactions.

II-1

● From July 1, 2021 through June 30, 2022, we issued 1,200,000 ordinary shares upon the exercising of performance rights granted to officers and employees.

● From July 1, 2022 through June 30, 2023, we issued 3,458,990 ordinary shares upon the exercising of employee options granted to officers and employees.

● In May 2021 we cancelled 700,000 Ordinary Shares as part of a Share Buy-Back

● On January 10, 2020, we issued 9,148,938 ordinary shares at an issue price of A$0.47 (approximately US$0.31) per share

● In October 2020, we issued 3,142,857 ordinary shares to institutional shareholders at an issue price of A$0.70 (approximately US$0.46) per share. On the Conversion of Convertible Notes to Ordinary Shares

● In November 2020, we issued 12,352,941 ordinary shares to institutional shareholders at an issue price of A$1.70 (approximately US$1.12) per share.

● In October 2021, we issued 10,909,091 ordinary shares to institutional shareholders at an issue price of A$1.10 (approximately US$0.73) per share.

● Between November 2022 and February 2023, we issued 27,228,501 ordinary shares to institutional shareholders at an issue price of A$0.70 (approximately US$0.46) per share.

● In May 2023, we issued 182 ordinary shares to institutional shareholders at an issue price of A$0.70 (approximately US$0.46) per share on the exercise of unquoted options.

None of the foregoing transactions involved any U.S. underwriter, underwriting discounts or commissions, or any U.S. public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising and were all made in reliance on the exemption from registration provided by Rule 903 of Regulation S of the Securities Act of 1933, as amended.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit No.	Description
1.1**	Form of Underwriting Agreement
3.1**	Certificate of Registration of Nova Minerals Limited
3.2**	Constitution of Nova Minerals Limited
4.1**	Form of Deposit Agreement
4.2**	Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.1)
4.3**	Form of Representative’s Warrant (included in Exhibit 1.1)
5.1**	Opinion of QR Lawyers regarding the legality of the American Depositary Shares
10.1**	[BPLLC to review material contracts]
10.2**	Form of Independent Director Agreement between Nova Minerals Limited and each independent director
10.3**	Form of Deed of Indemnity, Insurance and Access between Nova Minerals Limited and its executive officers and directors
10.4**	Nova Minerals Limited 2020 Stock Option Plan
10.5**	Incorporated Joint Venture Agreement by and among Nova Minerals Limited, AK Minerals Pty Ltd and AKCM (Aust) Pty Ltd dated December 17, 2017
10.6**	Minerals Royalty Agreement by and among AK Custom Mining LLC, AK Minerals Pty Ltd and AKCM (Aust) Pty Ltd dated May 21, 2018
21.1**	List of Subsidiaries
23.1**	Consent of RSM Australia Pty Ltd.
23.2**	Consent of QR Lawyers (included in Exhibit 5.1)
24.1**	Power of Attorney (included on the signature page of this registration statement)
96.1*	Technical Report Summary

* Filed herewith.

** To be filed by amendment.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

Item 9. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Melbourne, Australia, on the _____ day of _____, 2023.

NOVA MINERALS LIMITED
By:
Name:	Christopher Gerteisen
Title:	Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher Gerteisen and Michael Melamed, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
	Chief Executive Officer and Executive Director (Principal Executive Officer)
Christopher Gerteisen		______, 2023
	Chief Financial Officer (Principal Financial and Accounting Officer)	________, 2023
Michael Melamed
	Executive Director & Interim Chairman of the Board
Louie Simens		________, 2023
	Director of Finance & Compliance	________, 2023
Craig Bentley
	Non-Executive Director	_________, 2023
Avi Geller
	Non-Executive Director	_________, 2023
Rodrigo Pasqua

II-3

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Nova Minerals Limited has signed this registration statement or amendment thereto in Alaska on , 2023.

Authorized U.S. Representative

Alaska Range Resources LLC

By:

Name:

Title:

II-4

EX-96.1

Exhibit 96.1

 

Technical Report Summary on the

Estelle Gold Project,

Alaska, USA

Prepared for Nova Minerals Limited

SK-1300 Initial Assessment (IA) Report

May 30, 2023

Prepared by:

Brent Hilscher - ABH Engineering Inc.

John Abbot – Matrix Resource Consultants

Chris Gerteisen – Nova Minerals Limited

Table of Contents

1.		Executive Summary		1
2.		Introduction		20
	2.1		For Whom is this Report Prepared For	20
	2.2		Basis of Preliminary Economic Assessment	20
	2.3		Sources of Information and Data	20
	2.4		Units, Currency and Rounding	20
3.		Property Description		24
	3.1		Location	24
4.		Accessibility, Climate, Local Resources, Infrastructure and Physiography		25
	4.1		Accessibility	25
	4.2		Climate	25
	4.3		Local Infrastructure and Resources	26
	4.4		Physiography of Property	27
5.		History		27
6.		Geological Setting, Mineralization and Deposit		32
7.		Exploration		33
8.		Sample Preparation, Analyses, and Security		38
	8.1		Sub-Sampling Techniques and Sample Preparation	38
	8.2		Sample Security	38
	8.3		Reviews or Audits	38
9.		Data Verification		39
	9.1		Quality of Assay Data and Laboratory Tests	39
	9.2		Verification of Sampling and Assaying	39
	9.3		Location of Data Points	39
	9.4		Data Spacing and Distribution	39
	9.5		Orientation of Data in Relation to Geological Structure	39

i

10.		Mineral Processing and Metallurgical Testing			39
	10.1		Korbel Mineral Processing and Metallurgical Testing		39
		10.1.1		Metallurgical Samples	39
		10.1.2		Metallurgical Test Procedures	40
		10.1.3		Head Grade Analysis	41
		10.1.4		Ore Sorting	41
		10.1.5		Grinding and Screening	41
		10.1.6		Comminution Test work	42
		10.1.7		Gravity Concentration Test Work	42
		10.1.8		Flotation Test Work	43
		10.1.9		Cyanide Leaching Test Work	43
		10.1.10		Metallurgical Test Work Results	45
		10.1.11		Head sample characterization	45
		10.1.12		Ore Sorting Test Results	46
		10.1.13		Comminution Test Results	46
		10.1.14		Gravity Concentration Test Results	47
		10.1.15		Flotation Test Results	48
		10.1.16		Cyanide Leaching Test Results	49
		10.1.17		Mineralogical Examination	54
	10.2		RPM Mineral Processing and Metallurgical Testing		56
		10.2.1		RPM Comminution Test Results	56
		10.2.2		RPM Gravity Concentration Test Results	56
		10.2.3		RPM Flotation Test Results	57
11.		Global Mineral Resource Estimates			59
	11.1		General		59
	11.2		Korbel Main Modelling		61
	11.3		Cathedral Modelling – Cathedral Resource Not Included in this Report		64
	11.4		RPM North Modelling		67
	11.5		RPM South Modelling		70
	11.6		In-Pit Mineral Resource		73
	11.7		Mineral IA Resource Pit Shell Inventory		76

ii

12.		Mineral Reserve Estimates			76
13.		Mining Methods			77
	13.1		Geotechnical Parameters		80
	13.2		Hydrogeological Parameters		80
	13.3		Pit Design		80
		13.3.1		Key Design Criteria	80
		13.3.2		Cut-Off Grades	81
		13.3.3		Dilution	82
		13.3.4		Pit Slopes	82
		13.3.5		Pit Optimization	82
		13.3.6		Mine Roads	83
		13.3.7		Pit Production	86
	13.4		Mine Production Schedule		87
	13.5		Mine Operation		90
	13.6		Stockpiles		90
	13.7		Waste Rock and Topsoil Facilities		91
	13.8		Hydrology		92
	13.9		Mining Equipment		92
14.		Process and Recovery Methods			94
	14.1		Plant Design		94
		14.1.1		Primary Crushing Circuit	94
		14.1.2		Particle Sorting	94
		14.1.3		Grinding Circuit	96
		14.1.4		Flotation Circuit	97
		14.1.5		Thickening, Leaching, and Carbon-In-Pulp Circuits	97
		14.1.6		Acid Wash	98
		14.1.7		Carbon Stripping (Elution)	99
		14.1.8		Carbon Regeneration	99
		14.1.9		Electrowinning and Refining	99
		14.1.10		Cyanide Destruction	100
	14.2		Flow Sheet of Plant Processes – Material Originating from RPM		101
	14.3		Flow Sheet of Plant Processes – Material Originating from Korbel		102
	14.4		Equipment Throughputs and Recoveries		103
15.		Infrastructure			104
	15.1		Roads and Access		104
	15.2		Rail, Port, and Airport Facilities		105
	15.3		Water Management		107
		15.3.1		Fresh Water and Potable Water Supply	107
		15.3.2		Water Management Infrastructure	107
		15.3.3		Water Balance	108
		15.3.4		Tailings Pond Water Balance	109
	15.4		Stockpiles		110
	15.5		Processing Plant		110
	15.6		Buildings and Yards		111
	15.7		Tailings and Waste Disposal		111
	15.8		Power		112

iii

16.		Market Studies			113
	16.1		Gold Market and Price		113
		16.1.1		Commodity Price Projections	114
	16.2		Contracts		115
17.		Environmental Studies, Permitting, and Plans			115
	17.1		Introduction		115
	17.2		Environmental Assessment		115
		17.2.1		Wetlands	116
		17.2.2		Hydrology and Water Quality	116
		17.2.3		Air Quality	116
		17.2.4		Aquatic Resources	116
		17.2.5		Wildlife	117
		17.2.6		Cultural Resources	117
		17.2.7		Noise	117
		17.2.8		Land Use and Recreation	117
		17.2.9		Life Cycle Assessment (LCA)	118
	17.3		Environmental Authorizations and Permits		118
		17.3.1		Existing Permits and Authorizations	118
		17.3.2		DNR Plan of Operations, Reclamation Plan Approval, and Mill Site Lease	118
		17.3.3		Reclamation Bond	119
		17.3.4		DEC Air Quality Permit	119
		17.3.5		DEC APDES Permit	120
		17.3.6		DEC Solid Waste Management Permit	120
		17.3.7		U.S. Army Corps of Engineers Wetlands Permit	120
		17.3.8		Right-of-way	121
		17.3.9		DNR Water Right or Temporary Water Use Authorization	121
		17.3.10		DNR Materials Sale	121
		17.3.11		DNR Mining Lease	121
		17.3.12		DEC Stormwater Plan	122
		17.3.13		ADFG Fish Passage Permits	122
		17.3.14		NOAA Fisheries Essential Fish Habitat	122
		17.3.15		FWS Bald Eagle Protection Act; Migratory Bird Treaty; and Threatened and Endangered Species Act	122
		17.3.16		U.S. Army Corps or DNR Cultural Resources	123
		17.3.17		Other DEC Wastewater Permits	124
		17.3.18		DNR Dam Safety Permit	124
		17.3.19		Alaska’s Large Mine Permitting Process	124
		17.3.20		NEPA Overview: EA or EIS	125
	17.4		Closure and Reclamation		127
		17.4.1		Solid Waste Management Permit	127
		17.4.2		Dam Safety Certification	127

iv

18.		Capital and Operating Costs			127
	18.1		Basis of Estimate		128
	18.2		Estimating Structure		129
	18.3		Capital Cost Estimate		129
		18.3.1		Mining Capital Costs	129
		18.3.2		Processing Capital Costs	130
	18.4		Operating Cost Estimate		131
		18.4.1		General and Administration Costs	133
	18.5		Sustaining Capital Cost Estimate		133
	18.6		Indirect Costs		134
	18.7		Contingency		134
	18.8		Closure Costs Estimate		134
19.		Economic Analysis			134
	19.1		Assumptions and Basis		135
	19.2		Revenues & NSR Parameters		136
	19.3		Taxes		136
	19.4		Results		136
	19.5		Sensitivity Analysis		141
20.		Adjacent Properties			142
	20.1		Exploration Properties		142
	20.2		Whistler Project		143
	20.3		Shotgun Gold Project		144
21.		Other Relevant Data and Information			145
	21.1		Land Status		145
22.		Interpretation and Conclusions			145
23.		Recommendations			147
24.		References			147
25.		Reliance on Information Provided by the Registrant			148

v

List of Figures

Figure 1-1: Estelle Gold Project location with proximate mines in detail	2
Figure 1-2: Estelle Gold Project infrastructure solutions	2
Figure 1-3: Regional Geologic Map of South-Western to South-Central Alaska with Faults	4
Figure 1-4: Regional Geologic Map of South-Western to South-Central Alaska page	5
Figure 1-5: Depiction of the Tintina Gold Province of Alaska	6
Figure 1-6: Simplified flow sheet	12
Figure 1-7: Annual production profile	17
Figure 1-8: Annual net cash flow profile (Undiscounted)	17
Figure 1-9: Sensitivity analysis (NPV tornado chart)	18
Figure 3-1: The Estelle Gold Project	24
Figure 4-1: Proposed Route Map to the Estelle Site	25
Figure 4-2: Anchorage Climate Graph	26
Figure 4-3: Aerial view of the Whiskey Bravo airstrip and the Estelle Camp	27
Figure 6-1: Early geology map of the Oxide (now Korbel) area	31
Figure 7-1: A comparison of sheeted quartz veins found at the Estelle property	33
Figure 10-1: GAT test flowchart	43
Figure 10-2: Floatation kinetics	48
Figure 10-3: Gold extraction kinetics at various grind sizes	51
Figure 10-4: Gold recovery and residual grade at various grind size	52
Figure 10-5: Leach kinetics for gravity tailings	52
Figure 10-6: Concentrate Leach Kinetics	54
Figure 10-7: Gold flotation kinetics	58
Figure 10-8: Gold flotation recovery vs particle size	58
Figure 11-1: Plan view map of drillhole traces and modelling of the Korbel Main deposit	62
Figure 11-3: Type Section on 1900 line showing drillholes at Korbel Main	63
Figure 11-4: Plan view map of drillhole traces and modelling of the Cathedral deposit	65
Figure 11-5: Type Section 6873590mN showing drillholes at Cathedral	66
Figure 11-6: Plan view map of drillhole traces and modelling of the RPM North deposit	68
Figure 11-7 Type Section 501950mE showing drillholes at RPM North	69
Figure 11-8: Plan view map of drillhole traces and modelling of the RPM South deposit	71
Figure 11-9: Type Section 502190mE showing drillholes at RPM South	72
Figure 11-10: RPM North and RPM South mineral resource pit shells vs design pit outlines	74
Figure 11-11: Korbel Main mineral resource pit shell vs design pit outline	75
Figure 13-1: Haul Road between RPM and Korbel	84
Figure 13-2: Layout of Pits and Infrastructure at RPM	85
Figure 13-3: Layout of Pit and the Estelle central processing infrastructure at Korbel	86
Figure 13-4: Production schedule by year	89
Figure 14-1: Standard Tomra XRT particle sorter	95
Figure 14-2: XRT sensor system	96
Figure 14-3: HPGR crusher	97
Figure 15-1: Proposed West Susitna Access Road	105
Figure 15-2: Ports in proximity to Anchorage	106
Figure 15-3: Water balance of the Estelle central plant circuit	109
Figure 16-1: Gold price 3 year trend (Goldprice.org)	114
Figure 16-2: Gold price 10 year trend (Goldprice.org)	115
Figure 18-1: Mining cost of comparable mines	132
Figure 19-1: Cash flow model LOM	140
Figure 19-2: Sensitivity analysis (Tornado chart)	141
Figure 20-1: Mineral deposits within the Tintina Gold Belt	143

vi

List of Tables

Table 1-1: Test work parameters	9
Table 1-2: Estelle Gold Project – Global Mineral Resource Estimate – April 2023	9
Table 1-3: Summary of contained mineral resources at mining cut-off grades	10
Table 1-4: Mine production schedule	11
Table 1-5: 6Mt pa plant and infrastructure capital cost estimate (US$M)	14
Table 1-6: Operating costs breakdown	15
Table 1-7: Economic analysis key results	16
Table 1-8: Sensitivity results for the payback period	19
Table 2-1: Common units and abbreviations list	21
Table 6.1: History of exploration, Estelle Gold Project	28
Table 7-1: 2018 field season program. Note Oxide is now called Korbel	33
Table 7-2: 2019 field season program. Note Oxide is now called Korbel	35
Table 7-3: Drilling completed at the Estelle Gold Project	37
Table 10-1: Composite sample list	40
Table 10-2: Cyanide leach conditions	44
Table 10-3: Head assay results	45
Table 10-4: Metallics screen analysis	46
Table 10-5: Four stage XRT sorting results	46
Table 10-6: Comminution test results	46
Table 10-7: Summary of gravity concentration test results	47
Table 10-8: Summary of flotation tests at P80 of 75 µm	48
Table 10-9: Summary of whole-ore cyanidation test results	50
Table 10-10: Leach results on gravity tailings	52
Table 10-11: Intensive leach test results on concentrates	53
Table 10-12: Main mineral composition	55
Table 10-13: RPM comminution test work results	56
Table 10-14: RPM gravity concentration test results	57
Table 10-15: Summary of flotation tests at RPM at different particle sizes	57
Table 10-16: Cyanide leach results at P80 target of ~ 75um	59
Table 10-17: Cyanide leach results at P80 target of ~15um	59

vii

Table 11-1: Global Mineral Resource Statement, Estelle Gold Project – April 2023	60
Table 11-2: Korbel Main Mineral Resource Estimate at various cutoff grades	63
Table 11-3: Cathedral Mineral Resource Estimate at various cutoff grades	66
Table 11-4: RPM North Mineral Resource Estimate at various cutoff grades	70
Table 11-5: RPM South Mineral Resource Estimate at various cutoff grades	73
Table 11-6: Mineral IA resource pit shell inventory	76
Table 13-1: In-pit resources at respective cut-offs	78
Table 13-2: In-pit resources for RPM North, RPM South, and Korbel Main	79
Table 13-3: Cutoff grades and economic inputs used as a basis for the cutoff grades	81
Table 13-4: Genesis Pit Optimization Inputs	83
Table 13-5: Production schedule by year and pit	88
Table 13-6: Stockpile retrieval and deposition schedule	90
Table 13-7: Details of waste storage facilities	92
Table 13-8: Initial mining equipment list	93
Table 13-9: Year 10 partial fleet replacement equipment list	94
Table 14-1: Equipment throughputs and quantities	103
Table 15-1: Estimated power draw of main components	112
Table 18-1: Equipment capital costs	130
Table 18-2: OPEX breakdown	131
Table 18-3: Sustaining mining equipment capital costs	133
Table 19-1: LOM Estimates and Inputs	135
Table 19-2: Market Terms of Economic Analysis	136
Table 19-3: Key study outcomes and assumptions	137
Table 19-4: Tabulated optimization results	138
Table 19-5: Annual cash flow summary	140
Table 19-6: Sensitivity results for payback period	142
Table 20-1: Summary of resource estimate for the Whistler Project	144
Table 20-2: Inferred resource estimate at various cut-off grades for the Shotgun Project	144
Table 22-1: Summary of in-pit resources	145
Table 22-2: Report economic highlights	146
Table 25-1: Estelle Gold Project - Initial Assessment report division of responsibility	149

viii

1. Executive Summary

Introduction

Nova Minerals Limited commissioned ABH Engineering Inc. to prepare a Initial Assessment (IA) Technical Report to assess the potential to develop an initial gold mining and processing operation at the Estelle Gold Project. The Estelle Gold Project is Nova’s flagship project, located in the Tintina Gold Province, approximately 150 km northwest of Anchorage, Alaska.

This report is preliminary in nature and includes some Inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the IA will be realized. Costs presented in this report are in USD$ unless otherwise stated.

Property Description

The Estelle Gold Project contains multiple mining complexes across a 35km long mineralized corridor of over 20 identified gold prospects, including two already defined multi-million ounce resources across four deposits containing a combined 9.9 Moz Au (See Table 1-2). The Project which comprises of 450km² of unpatented mining claims located on State of Alaska public lands is situated 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 gold mines and discoveries including Victoria Gold’s Eagle Mine and Kinross Gold Corporation’s Fort Knox Gold Mine (Figure 1-1).

Located approximately 150km (93 miles) northwest of the major US city of Anchorage, the Project is a year-round operation, near a large labour force and all essential services with a base site which hosts a fully winterized 80-person camp, including an on-site sample processing facility and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft. Easy access is currently available to the Project via a winter road and by air, and recently the proposed West Susitna Access Road, which is situated on State land within the Matanuska-Susitna Borough and has considerable support from both the community and the State government, has progressed to the permitting stage, with construction proposed to start in 2025 (Figure 1-2).

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Figure 1-1: Estelle Gold Project location with proximate mines in detail

Figure 1-2: Estelle Gold Project infrastructure solutions

The report considers a development based on multiple open pit mines at the Korbel Main, RPM North and RPM South deposits feeding a 6 Mtpa Estelle central processing plant located in the Korbel Mining Complex area of the Project and producing an average of 132 Koz of gold per annum and a total gold production over the LOM of 2.25 Moz Au. The 2 Moz Au Inferred resource at Cathedral is not included in this report.

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Property Ownership

The Estelle Gold Project is comprised of 450km² State of Alaska mining claims. The mining claims are wholly owned by AKCM (AUST) Pty Ltd. (an incorporated Joint venture (JV Company between Nova Minerals Ltd and AK Minerals Pty Ltd) via 100% ownership of Alaskan incorporate company AK Custom Mining LLC. AKCM (AUST) Pty Ltd is owned 85% by Nova Minerals Ltd, 15% by AK Minerals Pty Ltd. AK Minerals Pty Ltd holds a 2% NSR (ASX Announcement: 20 November 2017). Nova owns 85% of the project through the joint venture agreement. The Company is not aware of any other impediments that would prevent an exploration or mining activity.

Regional Geology & Mineralization

The rocks that comprising Western Canadian Cordillera and Alaska were accreted to the Ancient North American craton. These rocks originated as chains of allochthonous terranes, accreted to the North American Continent and transported northward along the set of right-lateral faults, including the Denali Fault to where they are presently located. (Waldien, T.S., et al. (2021)) The major terranes that make up the Western Canada Cordilllera are shown in Figure 1-3. It has been interpreted that these accreted terranes were a series of intra-oceanic arcs, arc-related accretionary prisms, as well as flysch basins that range in age from Proterozoic to the Cenozoic. (Flagg, E.M., 2014).

This accretion period, active during the Jurassic to Cretaceous Periods, was followed by a cycle of plutonism (also in the Cretaceous), involving the emplacement of a series of multi-phase plutons, resulting in deformation and metamorphism of the overlying strata. Associated contact metamorphism caused the hornfelsed aureole around the intrusion (Flagg, E., 2014)

The Kahiltna sedimentary basin overlying the property is composed of Late Jurassic to Early Cretaceous argillite, phyllite, lithic greywacke, conglomerate, chert, mudstone and limestone. (Flagg, E., 2014) The USGS defines flysch sediments as a series of thin beds which are comprised of alternating shallow and deep-water facies sedimentary environments, deposited in a geosyncline or foredeep preceding major orogenic events. (Eardley, A.J. and White (1947)).

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Figure 1-3: Regional Geologic Map of South-Western to South-Central Alaska showing accretionary terranes bounded by thrust faults and dextral strike-slip faulting.

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Figure 1-4: Regional Geologic Map of South-Western to South-Central Alaska

Property Geology

The Estelle property is located in the southwestern extremity of the Tintina Gold Province, within the Dillinger sub-member of the Farewell Terrane, comprising Cambrian to Devonian deep-water basinal shales and sandstones (Figure 1-4).

Both the terrane and the Tintina Gold Province terminate on the Broad Pass/ Mulchatna Fault Zone, near the Estelle Gold Project southern property boundary. More generally, Figure. 1-3 shows Alaska and Yukon comprised of accreted terranes, with Ancient North American craton (NAc), in the northeast corner of the map.

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Figure 1-5: Depiction of the Tintina Gold Province of Alaska which spans from the Yukon into Alaska.

Within the Estelle Project property, lie the Mesozoic marine sedimentary rocks of the Kahiltna terrane. Regionally, these marine rocks were intruded by several plutons. The Mount Estelle pluton has been dated by Reed and Lanphere (1972) at 65 to 66 Ma. This pluton is compositionally zoned and is made up of a granite core transitioning to quartz monzonite, quartz monzodiorite, augite monzodiorite, diorite, and lamprophyric mafic and ultramafic rocks (Millholland, 1995; Crowe and others, 1991; Crowe and Millholland, 1990a). The intrusion contains xenoliths of metasedimentary country rocks into which it was intruded. Tourmaline and beryl have been observed in, and adjacent to the pluton. The rock surrounding the Mt. Estelle pluton has undergone contact metamorphism and is locally hornfelsed. There is red staining which likely indicates disseminations of pyrite along fracture faces. Adjacent to the pluton, local sericite and clay alteration is also found.

The Estelle pluton is cut by several dikes which range in composition from aplite, gabbro, dacite, and lamprophyre. These structures are found in the felsic and intermediate phases of the pluton. Gold, associated with pyrrhotite, chalcopyrite, pentlandite and molybdenite also occurs in ultramafic rocks on the south side of the pluton. Mineralization is less common in the sedimentary rocks.

Anomalous gold, platinum-group elements, copper, chrome, nickel and arsenic are reported from many of the composite plutons of the Yentna trend (Reed and others, 1978; Reed and Nelson, 1980). Gold and platinum-group-element placers have been worked at several sites downstream from the plutons (Cobb, 1972)

RPM lies within a plutonic complex intruding a Jurassic to Early Cretaceous flysch sequence (Reed and Nelson, 1980). The intrusive complex consists of ultramafic to felsic plutons of Late Cretaceous/Early Tertiary age (69.7 Ma) and are centrally located in a region of arc-magmatic related gold deposits. Though mineralization at Estelle is generally restricted to the intrusive rocks, mineralization at RPM occurs in both intrusive and hornfels (Millrock Resources Inc., 2014).

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At RPM, roof pendants of hornfels occur overlying multiple intrusive units. Fingers of fine-grained aplite, monzonite and biotite-rich diorite cut the hornfels. All of the lithologic units are in turn cut by stockwork and/or sheeted veins. Veins range in size and character from meter-wide quartz ± sulfide to millimeter-scale quartz-arsenopyrite veins and centimeter-scale quartz-tourmaline-sulfide veins. A granitic intrusive body, which underlies the hornfels and crops out in the southern part of the prospect area appears to be potentially related to mineralization (Millrock Resources Inc., 2014).

Data Verification

Field data are compiled into Excel spreadsheets. Assay data CSV files are downloaded directly from the ALS Webtrieve server or from emailed CSV files. Various software validation tools are used for checking for consistency between and within database tables which showed no significant issues.

Diamond Drilling sampling is completed on sawing half HQ core. Sampling is based along lithological contacts and is sampled at 3.05 meter (10 ft.) intervals (run block to run block). Core was sampled at 3.05 m intervals. Samples were sent to the ALS laboratory in Fairbanks for pulverization to produce a 250 g sub-sample for Au analysis.

Whole HQ core is logged in a qualitatively and quantitatively manner and recorded into a running Excel spreadsheet.

The following data was collected:

● Major units and samples follow lithological changes.

● Primary, secondary, and tertiary alteration types and intensity

● Mineralization type (arsenopyrite, pyrite, and chalcopyrite), percentage mineralization, and texture Structures including veins, faults, and shears. Orientation recorded (alpha/beta).

● Prep or reject duplicates were collected every 1 in 20 samples.

Blank material was inserted 1 in 40 samples and consist of Pea Gravel obtained from Alaska Industrial Hardware. Certified Reference Material (CRM) was inserted 1 in 20 samples. Three different CRMs at three different grades levels were used. Prep or reject duplicates were collected every 1 in 20 samples. Acceptable levels of precision and accuracy were obtained.

Samples were sent to the ALS laboratory in Fairbanks for pulverization to produce a 250 g sub-sample for analysis. Sample prep consisted of ALS Prep 31 - Crush to 70% less than 2 mm, riffle split off 250 g, pulverize split to better than 85% passing 75 microns. Sample analysis consisted of ALS Au-ICP21 Fire Assay with 30 g sample charge using ICP-AES finish. Detection Limits range from 0.001 - 10 g/t Au. For sample exceeding the upper detection limit of 10 g/t Au the material was re-run using ALS method Au-GRA21. This Fire Assay technique utilizes a charge size of 30 g and a gravimetric finish. Detection Limits range from 0.05 -10,000 g/t Au.

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Detailed QA/QC analysis is undertaken on an ongoing basic by Qualitica Consulting.

QA/QC Checks – 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 report 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.

All QA/QC data that is included in this report was sent to Vannu for review and reporting.

Metallurgy and Mineral Processing

Metallurgical test work programs were conducted on samples from the Korbel and RPM deposits. Testing for comminution, flotation, leaching, gravity concentration was conducted by Bureau Veritas Commodities Canada Ltd. in Richmond, BC, Canada. Testing for ore sorting by XRT sorters was conducted by TOMRA Sorting Inc in Sydney.

The Korbel deposit is a more advanced deposit, and had the full suite of tests conducted. Samples from RPM only underwent flotation and comminution tests. Due to the similarity of the deposit types, similar leach and flotation recoveries were used for both deposits.

The parameters presented in Table 1-1 were developed from the test work and were used as inputs for the process and mine design.

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Table 1-1: Test work parameters

Parameter	Unit	Value
Bond Ball Mill Work Index	kWh/t	14.7
Abrasion Index	-	0.4003
Flotation Feed Grind P80	um	75
PAX Dosage	g/t	120
Cytec A208 Dosage	g/t	30
Cu(SO4).5H2O Dosage	g/t	150
MIBC	g/t\	23
CIP/CIL Leach Feed Grind P80	um	22
Flotation Gold Recovery	%	95.4
Leach Gold Recovery	%	92.5
Overall Processing Gold Recovery	%	88.25
Primary Crusher Fines (<0.5”) Percentage	%	21.2
Average Sorter Mass Pull Including – Korbel Ore Only	%	44.6
Average Sorter Recovery Including Fines Bypass - Korbel Ore Only	%	86.1

Mineral Resources

Extensive diamond and RC drilling programs have been undertaken to test the extent of all deposits and infill, in support of a Mineral Resource Estimate of 9.9 Moz across the Estelle Gold Project, as released to the market on 11 April 2023. This Mineral Resource contains a proportion of Measured and Indicated classified material to support future studies and an eventual Ore Reserve. Future targeted drilling programs are planned to upgrade both the size and confidence of the resource estimate. There have been no changes since the date of this MRE.

Table 1-2: Estelle Gold Project – Global Mineral Resource Estimate – April 2023

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Mine Design

Mining will be conducted using a conventional truck and shovel approach. Open pit mine designs and production schedules have been developed for the Korbel Main, RPM North and RPM South deposits at a scoping level. The mine plan is based on the mineral resources.

Mining operations are designed for 17 years of mining, and one year of stockpile processing. Table 1-3 gives a summary of the mineral resources contained within the pits, at their respective cutoff grades.

Table 1-3: Summary of contained mineral resources at mining cut-off grades

Pit	Cut-off Grade g/t		Measured	Indicated	Inferred
		Ore (t)	1,343,000	2,330,000	11,962,000
RPM North	0.25	Contained Gold (g)	5,726,000	4,725,000	7,785,000
		Average Au Grade (g/t)	4.26	2.03	0.65
		Ore (t)			12,320,000
RPM South	0.25	Contained Gold (g)			6,898,000
		Average Au Grade (g/t)			0.56
		Ore (t)		182,277,000	21,143,000
Korbel Main	0.15	Contained Gold (g)		59,589,000	5,804,000
		Average Au Grade (g/t)		0.33	0.27

1.	The report mine plan is based on the mineral resource estimate by Matrix Resources Consultants
2.	The cut-off grades of 0.25 and 0.15 g/t assume a gold price of US$1,800/oz; no royalties and a metallurgical recovery of 90%
3.	The cut-off grade covers grinding and flotation costs of $7.14/t of processed ore, leaching costs of $16.91/t leached concentrate and G&A costs of $1.30/t of ore
4.	Mining dilution of 10% was applied to the in-situ mineral resources.

Pit designs are based on the dressed cones algorithm with overall slope angles of 45degrees. Bench heights are 10m, with double benches used whenever possible. Bench face angles are 60 degrees and 8.5m safety benches will be used.

Mining equipment will be used to its full capacity with a targeted production of 39.5 Mtpa of ore and waste. The total production schedule is summarized in Table 1-4.

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Table 1-4: Mine production schedule

 

A custom stockpile that is subdivided into 16 sections according to the year it is most economic to process each block is planned. Waste from RPM North will be placed in waste piles next to the pit. Waste from RPM south will be used to partially backfill RPM North. Waste from Korbel Main will be used as tailings dam construction material, with the remainder being placed in a waste pile in front of the tailing’s storage facility. The mining fleet will consist of diesel-powered Epiroc 45 DTH (down the hole) production drills, CAT 6040 hydraulic shovels paired with CAT 785 haul trucks for ore and waste hauling.

Recovery Methods

The project flowsheet (Figure 1-6) and scoping level processing plant design is based on preliminary metallurgy and ore sorting tests in combination with economic considerations.

The process plant was designed using conventional processing unit operations with the addition of XRT ore sorting systems. Only ore originating from Korbel Main will be sorted, ore originating from the RPM deposits will bypass the sorters. The ore sorting circuit is designed for 14,900,000 tonnes per year. The processing plant downstream of the ore sorters is designed for 6,350,000 tonnes per year. The plant will operate on a two shifts per day basis, 365 days per year. The product of the process will be doré bars.

Run-of-mine and run–of-stockpile ore will be hauled to the sorting facility where it will be crushed in a primary gyratory crusher before going through a sizing screen. The fines fraction head will be fed directly to the HPGR, the mid-sized material will be fed to the XRT ore sorting system, and the oversize material will be crushed in a secondary cone crusher. The ore sorting system will separate the economical ore out from the waste, transporting it to an HPGR. The product of the HPGR will be sent to a closed circuit consisting of a ball mill and hydrocyclone cluster. The P80 overflow of 75µm will flow through the flotation circuit. The tailings from this process will be sent to the tailing’s thickener. The concentrate will move on to the cyclone cluster and IsaMill for fine grinding to P80 of 22µm before finally moving on to the pre-leach thickener where the underflow will report to the leach and CIP circuits.

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The gold leached in the CIP circuit will be recovered by activated carbon and elution. From this elution circuit, the gold will be recovered by electrowinning cells in the gold room. The gold sludge will be dried, mixed with fluxes, and then smelted in a furnace to produce doré bars. Carbon will be re-activated in a regeneration kiln before being re-used in the CIP circuit. The CIP tailings will be treated for cyanide in the cyanide destruction circuit before being pumped to the tailings thickener. The waste byproduct of the tailings thickener will be pumped to the tailings storage facility.

Figure 1-6: Simplified flow sheet

Project Infrastructure

The project is located approximately 150km North-West of Anchorage and the report assumes a new access road (the proposed West Susitna Access Road) of approximately 146 km leading to the project site will be constructed, with its usage primarily for transportation of construction materials, equipment, and ongoing operations supplies. Road construction is planned to be conducted by the Government of Alaska with access being provided on a toll basis. Money has been set aside for tolls for a government-upgraded road. The site can also be accessed by a winter road.

While the project currently has some infrastructure in place consisting of a fully winterized 80-person camp, an on-site sample processing facility and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft, the following additional infrastructure will be required to support the project:

● Access road

● Single-lane haul road to RPM

● Power line and substation

● Overburden stripping and stockpiling

● Water management ponds and ditches

● Water treatment plant

● Pump station for Portage Creek diversion

● Tailings storage facility

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● Waste storage facilities

● Mine facilities including administration, maintenance shop, warehouse, mine dry, and miscellaneous facilities

● Processing facilities including process plant, assay laboratory, electrowinning and leaching plant

● All mine facilities and process facilities will be serviced with potable water, fire water, compressed air, power, diesel, communication, and sanitary systems

There is sufficient area to place all mine infrastructure, however the steep topography could pose some construction challenges.

Environmental Studies

Several baseline studies have already been initiated, and further field inventories and surveys will have to be completed within the project area, as well as environmental assessments as required by the permitting process.

It is likely that the project will require an Environmental Impact Assessment (EIA).

Studies characterizing archaeological potential areas, fish habitat, hydrology will need to be conducted.

The project will require several permits, approvals, and authorizations to initiate the construction phase of the project and Jade North consultants have been engaged to assist with navigating Alaska’s Large Mine Permitting Process which sets out a clear path and government interdepartmental coordination.

Social and Community Impact

Nova is committed to creating a safe and environmentally responsible future mining operation that provides opportunities for all Alaskans. We have established strong and collaborative working relationships with the communities adjacent to our operations to ensure we have a meaningful impact on their culture, environment, and economic prosperity. Where possible, we do this by prioritising local procurement and employment and investing in community partnering initiatives consistent with our core values: Integrity, Respect and Openness.

Nova also takes its environmental responsibilities seriously and is committed to achieving excellence in environmental management through understanding the sensitivities of working within the region.

All works are governed by the Application for Permits to Mine in Alaska (APMA). There are strict provisions governing exploration and mining in Alaska, as well as legislation and a large number of supporting regulations.

Over the last 3.5 years Nova has spent in excess of USD$30M directly and indirectly into the local Alaskan economy, supported over 50 local Alaskan businesses and through contractors employed 100’s Alaskans from local communities.

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While Nova is currently in the exploration and development phase of our Estelle Gold Project, as the project moves into the construction and operation phases there will be an exponential increase in the number of local jobs and services required.

Capital and Operating Cost Estimates

The capital and operating cost estimates presented in this scoping study are based on the development, construction and start-up of an open pit mine, processing plant and tailings management facility to handle a maximum mine production capacity of 39,500,000 tpa.

The capital and operating cost estimates for this scoping study were conducted in 2023 US dollars (USD) unless otherwise stated. All costs for the scoping study are estimated as of the effective date of this Technical Report. All cost projections are referenced on a nominal 2023 US dollar basis.

Table 1-5: 6Mt pa plant and infrastructure capital cost estimate (US$M)

The operating cost estimates are considered Class 4 estimates per the American Association of Cost Engineers (AACE) requirements and have an accuracy range of -30%/+50%. Estimate accuracy ranges are projections based upon cost estimating methods and are not a guarantee of actual project costs. The operating cost estimate in this report forms the basis for the approval of further project development by means of a PFS and includes all costs to develop and sustain the project at a commercially operable status.

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Table 1-6: Operating costs breakdown

Economic Analysis

The economic analysis for the Estelle Gold Project is based on a 5% discount rate, a gold price of US$1,800, and 0% royalties. The reported estimates represent the pre-tax values for the NPV, IRR and payback period. The application of a 5% discount rate for pre-tax cash flow discounting is considered reasonable given the project is a precious metals project in a politically stable region.

The pre-tax pre-royalty NPV is estimated at US$654 million over the LOM at an internal rate of return of 53.3%. The project has a short payback period of 11 months which can be very beneficial in the future to allow for more exploration and resource expansion and undiscounted free cashflow of US$945 million.

The report has confirmed that an initial gold mining and processing operation at the project presents a technically and commercially viable development opportunity with positive financial metrics over an initial mine life of 17+ years, with capital payback in the first year (11 months) of the project. A summary of the initial mining and financial evaluation is provided in Table 1-7 below

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Table 1-7: Economic analysis key results

** Sustaining capital will be in years 1, 10, and 11 (See Table 1-5)

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Figure 1-7: Annual production profile

Figure 1-8: Annual net cash flow profile (Undiscounted) - Re-fleeting the mine haul equipment in years 10 and 11

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A sensitivity analysis was conducted to investigate which factors have the greatest impact on the NPV and payback period when acting independently of other cost and revenue factors. The parameters studied for this analysis are the CAPEX, OPEX, gold price, mill feed grade, mill recovery, and discount rate. Some of the variables that were examined fluctuated with a range of variation from -10% to +10% at five different points including the base case. The mill recovery and discount rate percentages were altered by a value of ±2%. Figure 1-9 below shows the sensitivity analysis tornado chart for all six parameters along with the range of variation examined.

Figure 1-9: Sensitivity analysis (NPV tornado chart)

The sensitivity analysis shows significant leverage to improved mill feed grade, with even a 10% increase in the average LOM mill feed grade increasing from the current 0.73 g/t Au to 0.8 g/t Au improving the NPV by ~ US$277M. As a result, the company’s core focus is to now define more near surface minable resources above the current mill feed grade.

The analysis also shows that the payback period is resistant to parameter changes that have negative impact on the economics (Table 1-8). The payback period remains within 13 months despite a 10% decrease in gold price and mill feed grade, a 10% increase in project CAPEX and OPEX, and a 2% loss in mill recovery (examined independently).

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Table 1-8: Sensitivity results for the payback period

Conclusions and Recommendations

The Study provides justification that the Estelle Gold Project is commercially viable and accordingly the Board of Nova has approved and commenced progression of the Project to a PFS.

The PFS has commenced in parallel with ongoing exploration, resource drilling and further metallurgical test work, with results expected to be completed in 2024.

The sensitivity analysis clearly demonstrates the project to be resilient to changes in capital costs and recoveries, with significant leverage to the gold price, AISC and particularly an improvement in the LOM average mill feed grade above the current 0.73 g/t Au, that the Company will be now working towards by increasing the resource and continuing to unlock the Estelle gold district across multiple other prospects within the project area.

The following activities are suggested to support the project:

● Optimization of mining fleet size

● Optimization of mill feed tonnages

● Trade-off calculation of a leased mining fleet

● Further investigation into particle sorting of RPM North and South deposits

● Metallurgical test program for RPM North and South deposits including leach, gravity concentration, and flotation tests

● Further Stockpile optimization

● Laboratory testing of fines to determine upgrading potential

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2. Introduction

2.1 For Whom is this Report Prepared For

Nova Minerals Limited (“Nova”) commissioned ABH Engineering Inc. (“ABH”) to prepare an Initial Assessment Technical Report for the Estelle Gold Project (“the project” or “the property”) in compliance with the United States Securities and Exchange Commission’s (SEC) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601(b)(96) Technical Report Summary.

2.2 Basis of Preliminary Economic Assessment

This Technical Report is a Initial Assessment prepared by ABH Engineering Inc. for Nova Minerals Ltd. Nova Minerals Limited is an Australian minerals exploration company currently listed on the Australian Stock Exchange (ASX:NVA), the OTC Markets (OTC:NVAAF) and the Frankfurt Stock Exchange (FRA:QM3).

The objectives of this Technical Report are to:

● Examine the potential economic viability of exploiting Nova’s Estelle Gold Project

● Propose a development program for the project

● Determine the conditions under which the project should be advanced to the Prefeasibility or Feasibility study stage

The report is preliminary in nature. It includes some Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them, as that would enable them to be categorized as Mineral Reserves. No Mineral Reserves were calculated or presented at this stage of the project. There is no certainty that the report results will be realized.

2.3 Sources of Information and Data

The sources of information include data and reports provided by Nova personnel as well as documents cited throughout the report and referenced in Section 24.

2.4 Units, Currency and Rounding

Metric units are used throughout the report unless specifically stated otherwise. Every effort has been made to clearly display the appropriate units being used throughout this technical report. Currency is expressed in 2023 United States dollars (US$, USD, or $) unless specifically stated otherwise. A table of common units and abbreviations used throughout this report is shown in Table 2-1.

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Table 2-1: Common units and abbreviations list

Symbol/Abbr.	Description	Symbol/Abbr.	Description
‘	Minute (Plane Angle)	kWh/t	Kilowatt Hours Per Tonne
‘‘	Second (Plane Angle) or Inches	L	Liter
°	Degree	L/min	Liters Per Minute
° C	Degrees Celsius	L/s	Liters Per Second
° F	Degrees Fahrenheit	LAN	Local Area Network
3D	Three-Dimensions	LG	Low Grade
A	Ampere	LG	Lerchs-Grossman
a	Annum (Year)	LMPP	Alaska Large Mine Permitting Process
AA	Atomic Absorption	LOM	Life of Mine
ac	Acre	m	Meter
ACOE	US Army of Engineers	M	Million
ADEC	Alaska Department of Environmental Conservation	m/min	Meters Per Minute
ADFG	Alaska Department of Fish and Game	m/s	Meters Per Second
ADNR	Alaska Department of Natural Resources	m2	Square Meter
ADR	Adsorption-Desorption-Recovery	m3	Cubic Meter
AES	Atomic Emission Spectroscopy	m3/h	Cubic Meters Per Hour
amsl	Above Mean Sea Level	m3/s	Cubic Meters Per Second
ANFO	Ammonium Nitrate/Fuel Oil	Ma	Million Years
APDES	Alaska Polluant Discharge Elimination System	mamsl/ MAMSL	Meters Above Mean Sea Level
APMA	Application for Permits to Mine in Alaska	MAP	Mean Annual Precipitation
ARD	Acid Rock Drainage	m.a.s.l./MASL	Meters Above Mean Sea Level
Au	Gold	mbgs	Meters Below Ground Surface
BD	Bulk Density	mbs	Meters Below Surface
BFA	Bench Face Angles	mbsl	Meters Below Sea Level
BLM	Bureau of Land Management	mg	Milligram
BTU	British Thermal Unit	mg/L	Milligrams Per Liter
CCA	Capital Cost Allowance	mi	Mile
CDP	Cyanide Detoxification Plant	mi/h	Miles Per Hour
CF	Cumulative Frequency	MIK	Multiple Indicator Kriging

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Symbol/Abbr.	Description	Symbol/Abbr.	Description
cfm	Cubic Feet Per Minute	min	Minute (Time)
CHP	Combined Heat and Power Plant	mL	Milliliter
CIP	Carbon-In-Pulp	Mm3	Million Cubic Meters
CIM	Canadian Institute of Mining, Metallurgy and Petroleum	mo	Month
cm	Centimeter	Mpa	Megapascal
CM	Construction Management	MRE	Mineral Resource Estimate
cm2	Square Centimeter	Mt	Million Metric Tonnes
cm3	Cubic Centimeter	MVA	Megavolt-Ampere
COG	Cut-Off Grades	MW	Megawatt
CSS	Close Side Setting	MWTP	Mine Water Treatment Plant
CV	Coefficient of Variation	NEPA	National Environmental Policy Act
d	Day	NG	Normal Grade
d/a	Days per Year (Annum)	NI 43-101	National Instrument 43-101
d/wk	Days per Week	Nm3/h	Normal Cubic Meters Per Hour
DCS	Distributed Control System	NOAA	National Oceanic and Atmospheric Administration
dmt	Dry Metric Ton	NPVS	NPV Scheduler
EA	Environmental Assessment	OP	Open Pit
EDA	Exploratory Data Analysis	OPMP	Office of Project Management and Permitting
EIS	Environmental Impact Statement	ORE	Ore Research and Exploration
EMR	Energy, Mines and Resources	OREAS	Ore Research & Exploration Assay Standards
EP	Engineering and Procurement	OSA	Overall Slope Angles
EPA	Environmental Protection Agency	oz	Troy Ounces
EPCM	Engineering, Procurement and Construction Management	P.Eng.	Professional Engineer
FEL	Front-End Loader	P.Geo.	Professional Geoscientist
FOB	Free on Board	Pa	Pascal
FONSI	Finding of No Significant Impact	PAG	Potentially Acid Generating
Ft	Foot	PEP	Project Execution Plan
ft2	Square Foot	PFS	Preliminary Feasibility Study
ft3	Cubic Foot	PLC	Programmable Logic Controller
ft3/s	Cubic Feet Per Second	PLS	Pregnant Leach Solution

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Symbol/Abbr.	Description	Symbol/Abbr.	Description
FWS	US Fish and Wildlife Service	ppb	Parts Per Billion
G	Gram	ppm	Parts Per Million
G&A	General and Administrative	PSD	Prevention of Significant Deterioration
g/cm3	Grams Per Cubic Meter	psi	Pounds Per Square Inch
g/L	Grams Per Liter	QA/QC	Quality Assurance/Quality Control
g/t	Grams Per Tonne	QMS	Quality Management System
Gal	Gallon (US)	QP	Qualified Person
GJ	Gigajoule	ROM	Run-Of-Mine
Gpa	Gigapascal	rpm	Revolutions Per Minute
Gpm	Gallons Per Minute (US)	s	Second (Time)
GW	Gigawatt	S.G.	Specific Gravity
H	Hour	SAC	Subsistence Advisory Council
h/a	Hours Per Year	Scfm	Standard Cubic Feet Per Minute
h/d	Hours Per Day	SG	Specific Gravity
h/wk	Hours Per Week	SHPO	State Historic Preservation Office
Ha	Hectare (10,000 m2)	SVOL	Search Volume
HG	High Grade	t	Tonne (1,000 kg) (Metric Ton)
HMI	Human Machine Interface	t/a	Tonnes Per Year
Hp	Horsepower	t/d	Tonnes Per Day
HPGR	High-Pressure Grinding Rolls	t/h	Tonnes Per Hour
HPW	Highways and Public Works	tph	Tonnes Per Hour
HSE	Health, Safety and Environmental	ts/hm3	Tonnes Seconds Per Hour Meter Cubed
HVAC	Heating, Ventilation, and Air Conditioning	TSF	Tailings Storage Facility
ICMC	International Cyanide Management Code	TSS	Total Suspended Solids
ICP	Inductively Coupled Plasma	US	United States
ICP-MS	Inductively Coupled Plasma Mass Spectrometry	US$	Dollar (American)
In	Inch	V	Volt
in2	Square Inch	w/w	Weight/Weight
in3	Cubic Inch	WAD	Weak-Acid-Dissociable
IP	Internet Protocol	WBS	Work Breakdown Structure
IRR	Internal Rate of Return	wk	Week
IRA	Inter-Ramp Angle	wmt	Wet Metric Ton
JORC	Joint Ore Reserves Committee	WRF	Waste Rock Facility
K	Kilo (Thousand)	WRSA	Waste Rock Storage Area
kg	Kilogram	WTP	Water Treatment Plant
kg/h	Kilograms Per Hour	µm	Microns
kg/m2	Kilograms Per Square Meter	µm	Micrometer
kg/m3	Kilograms Per Cubic Meter
km	Kilometer
km/h	Kilometers Per Hour
km2	Square Kilometer
kPa	Kilopascal
kt	Kilotonne
kV	Kilovolt
kVA	Kilovolt-Ampere
kW	Kilowatt
kWh	Kilowatt Hour
kWh/a	Kilowatt Hours Per Year

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3. Property Description

3.1 Location

The Estelle Gold Project (Figure 3-1) is situated within the Tintina gold belt in Alaska which is host to an estimated 220 Moz of gold resources. The project property lies approximately 150km northwest of Anchorage, Alaska’s largest city. This city is a major population, which provides essential services and a large labor force for the interior parts of Alaska. The Project is a year-round operation, with all essential services including a base site which hosts a fully winterized 80-person camp, an on-site sample processing facility and the 4,000-foot Whiskey Bravo airstrip, which can facilitate large capacity DC3 type aircraft. The project region is found among the Alaska Mountain Ranges with elevations ranging from 705m to 2,085m above sea level. The Alaska Range is a continuation of the Pacific Coast Mountains extending in an arc across the Northern Pacific. The nature of the terrain allows for accessible drilling all year round.

The property is 85% held by Nova Minerals and comprises 699 State mining claims covering 111,120 acres (450 km²) of unpatented mining claims located on the public lands of the State of Alaska. The project area hosts multiple deposits including Korbel Main, RPM North, RPM South and Cathedral, as well as numerous prospects including, blocks C, D, Isabella, Sweet Jenny, You Beauty, Shoeshine, Train, Trumpet, Stoney, T5, Tomahawk, Trundle and Revelation.

Figure 3-1: The Estelle Gold Project

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4. Accessibility, Climate, Local Resources, Infrastructure and Physiography

4.1 Accessibility

Easy access is currently available to the project via a winter road and by air with the nearby Whiskey Bravo airstrip (approximately 15 km east) having a 1,000m compacted gravel runway; compliant for DC3-class aircraft. For an alternative landing location, approximately 20 km northeast of the property lies the Puntilla airstrip. The airways are accessible from Anchorage to the Whiskey Bravo airstrip via Skwentna through aircrafts and helicopters.

Recently an independent economic study prepared for the Alaska Industrial Development and Export Authority (AIDEA), and fully supported by the Alaska State Governor, recommended the proposed West Susitna Access Road, which is situated on State land within the Matanuska-Susitna Borough and has considerable support from both the community and the State government, progress to the permitting stage, with construction proposed to start in 2025.

AIDEA has submitted the CWA 404 permit application to the USACE for the West Susitna Access project, initiating the environmental review process through compliance with the National Environmental Policy Act. Field studies will begin this summer with further evaluation of cultural and historical sites, fish and wildlife habitat, engineering refinement, and alternative route analysis.

This is a proposed new multi-season 146km long access road connecting the Port Mackenzie resources cargo port to the resource-rich area of Alaska where Nova’s Estelle Gold Project is located. The road would open areas northwest of Anchorage and west of Wasilla, in the western parts of the Matanuska-Susitna Borough; where mineral exploration is underway and would link directly to the Estelle Gold District. This all-weather access will form a critical component of the project infrastructure as it will be used to provide equipment, fuel, and other supplies during construction and operations. Figure 4-1 highlights the location of airstrips, roads, and rivers in the region.

For the full press release see below

https://www.aidea.org/Portals/0/PressReleases/3-21-2023%20West%20Susitna%20Access%20Project%20Announcement%20Press%20Release%20Final.pdf

Figure 4-1: Proposed Route Map to the Estelle Site

4.2 Climate

The project area is located between the climatic regions of maritime and continental, characterized by hot, dry summers and severe winters. The Bearing Sea assists in generating mild and temperate summer temperatures and higher precipitation during that time of the year. Generally, during the early parts of the year (January through May) precipitation is low, peaking in August at 76mm (See Figure 4-2). Annual precipitation ranges from 500 to 900 mm. Average summer temperatures range between 5^oC and 30^oC, while winter temperatures range between -15^oC and -5^oC. Winter snow accumulation usually starts in October and by mid to late May the snow has adequately melted to allow for fieldwork (usclimatedata, 2023). During the winter months, strong winds can prevail.

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Figure 4-2: Anchorage Climate Graph (usclimatedata, 2023)

4.3 Local Infrastructure and Resources

There is a limited supply of skilled and unskilled labor in the nearby communities. Alaska is host to many large projects in their development stages, resulting in in-state expertise including miners and support staff being available.

The Estelle Gold Project is in a remote region of the State of Alaska. There are no accessible public power utilities and all current projects in the area are using all fuel (mostly diesel) operations. Therefore, the required fuel for Estelle at this time must be transported directly to the project area via snow road or by air and stored on site. An established all-season 80 person fully winterised camp with all the required facilities, including a kitchen, amenities, an on-site prep lab, core shack, maintenance workshop and 4,000-foot DC3 compliant airstrip are located close to the project site (Figure 4-3). These facilities are equipped with diesel generators, wooden floor tent and container structures, and wood-framed buildings.

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Figure 4-3: Aerial view of the Whiskey Bravo airstrip and the Estelle 80-person winterized camp and facilities

4.4 Physiography of Property

The topography of the Estelle Gold Project region ranges from low hills to broad valleys occupied by meandering streams. Vegetation in the forested region varies by soil type with the lower elevations comprised of willows, birches, alder, and balsam poplar trees alongside various shrubs. Vegetation is absent at higher elevations, with active glaciers having terminal and lateral moraines present. Permafrost is discontinuous throughout the project area. Travel by foot is suitable for most of the prospects listed.

5. History

The history of the regional mapping of Alaska began in 1960 when The United States Geological Survey (“USGS”) identified several base large areas in the southern Alaska Range.

Prospecting in the Estelle Mount area has been conducted by several private companies since 1970. From 1980 to 1985, many of the claims were held for their placer potential, and in 1982 AMAX staked at least four claims over the Lower Discovery showing at Mount Estelle. However, placer mining was hampered by the prevalence of large glacial boulders in the stream gravels.

From 1985 to 2007 there was a hiatus in exploration in the Estelle Mount area.

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Exploration work from 2000 to 2008 (Hidefield Gold, Plc., 2008; International Tower Hill Mines, Ltd., 2007; Millrock Resources Inc., 2008) has defined several prospects in or near that are described separately, e.g., the Train (TY031) and Shoeshine (TY032) prospects. Table 6.1 briefly summarizes the exploration history of Mount Estelle.

Table 6.1: History of exploration, Estelle Gold Project

Date	Company	Project Scope
	Oxide Ridge (TL077); now: Korbel Main
late 1980’s	Cominco American Inc.	Mapping & chip sampling
2011	Millrock Resources Inc. on behalf of Teck America Inc.	Drilling of one 457.9-meter hole
2012	Millrock Resources Inc.	Drilling of second hole
	Oxide North (TL081); now: Korbel North
2008	N/A	Mineralization initially discovered
2012	Millrock Resources, Inc.	Chip sampling; IP survey; soils geochem
	Oxide Valley (TL080); now: Korbel
2008	Millrock Resources, Inc.	Discovery of multiple Aspy and Cpy veins
2008-2014	Millrock Resources, Inc.	Geologic mapping and chip sampling
2010	Millrock Resources, Inc.	IP survey
2011 & 2012	Millrock Resources, Inc.	2 drillholes
2012 & 2013	Millrock Resources, Inc.	Reconnaissance IP survey; close-spaced IP
	Unnamed Placer Occurrence (TL052)
1970	USGS
1978	USGS	Pan concentrates with VG
1980	USGS
1970’s & 1980’s	Various private companies	Results from reconnaissance not published
	Unnamed (near Portage Creek)(TL063)
1978	USGS	A sampling of float; veinlets of Aspy and py with Au.
1980’s	Cominco American Inc.	Rock chip and silt sampling

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	West Wing (TY042)
2012	Millrock Resources Inc.	Geologic mapping; soil and rock sampling; drilling
2013	Millrock Resources Inc.
	Stoney, North Stoney, Trundle, Tomahawk, Kid (TY020)
2007	International Tower Hill Mines	Reconnaissance and exploration
2008	Hidefield Gold, Plc.	Reconnaissance and exploration
2008	Millrock Resources, Inc.	Reconnaissance and exploration
2014	Millrock Resources, Inc.	Soil and rock sampling identified gold
	Unnamed (near Mt Estelle) (TY019); includes Train & Shoeshine
2007	International Tower Hill Mines
2008	Hidefield Gold, Plc.
2008	Millrock Resources, Inc.
	Train (TY031)
1970’s to recent	Succession of companies	Limited sampling campaigns
2007	International Tower Hill Mines
2008	Hidefield Gold, Plc.	Rock Sampling: Au, Ag, Cu, Pb values received.
2008	Millrock Resources, Inc.	Rock sampling w. multiple significant gold assays
	Shoeshine (TY032)
1970’s to recent	Succession of companies	Limited sampling campaigns
2007	International Tower Hill Mines	A sampling of Veins; Au, Ag, Cu, and Pb values received.
2008	Millrock Resources, Inc.	Rock sampling w. multiple significant gold assays
2011	Millrock Resources, Inc.	Drilling; Au mineralization throughout the hole.

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	Revelation (TY036)
2008	Hidefield Gold, Plc.	Sampled Au mineralization over a 200m trend.
~2012	Millrock Resources, Inc.	Geochem sampling
	RPM (TY043)
2008	Hidefield Gold, Plc.	Sampled Au mineralization over a 200m trend.
2012	Millrock Resources, Inc.	Prospecting, soil, and rock sampling; significant Au and Cu values received.

Prospecting in the area has been conducted by several private companies since the 1970s. From 1980 to 1985, many of the claims were held for their placer potential; however, they were never mined to any great extent because the large glacial boulders in the stream gravels hampered recovery. Work in the area included: silt and rock geochemistry, mapping, magnetic, VLF, IP and radar geophysical surveys, and diamond drilling. To evaluate the steep, glaciated terrain, technical climbers from Dihedral Exploration were employed.

This is an early ARDF record that describes work in the general area of Mount Estelle and has been retained for its regional geologic and mineral information. Exploration work from 2000 to 2008 (Hidefield Gold, Plc., 2008; International Tower Hill Mines, Ltd., 2007; Millrock Resources Inc., 2008) has defined several prospects in or near that are described separately, e.g., the Train (TY031) and Shoeshine (TY032) prospects.

Nova recognized the significance of the project early and generated a maiden 2.5Moz Inferred Gold Resource in 2019.

A geological map of the Oxide (now called Korbel) deposit area depicts historical (2011/2012) cored drill holes are shown in red (Figure 6-1).

Highlights:

● Historical Holes SE11—001, SE12—002 and SE12—004 all returned broad internecions grading 0.44 to 1.14 g/t Au

● Geology and outcrop rock sampling was completed by Bundtzen (2018)

● Nova recognized the significance of these early holes and scale of the potential IRGS deposits that could occur on the property

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Figure 6-1: Early geology map of the Oxide (now Korbel) area

References

Crowe, D.E., and Millholland, M.A., 1990, High-grade gold mineralization associated with high salinity hydrothermal fluids, Mt. Estelle pluton, central Alaska Range [abs.]: Geological Society of America, Abstracts with Programs, v. 22, p. A41

Estelle Gold Project, Technical Presentation, September 24, 2019, p.9 https://www.alaskajournal.com/sites/alaskajournal.com/files/estelle.pdf

Geologic mapping in 2012 at the RPM prospect defined a broad zone of alteration in a high-level intrusive magmatic contact zone. The single 2012 drill hole at RPM undercut sheeted quartz veins and stockworks exposed at surface. The hole encountered significant gold mineralization with an intercept of 2.07 g/t Au over 21.94 meters within a 102.11-meter interval averaging 1.04 grams per tonne gold from 26.52 to 128.63 meters with mineralization remaining open in all directions.

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At the Oxide prospect (now called Korbel), drilling in 2012 intersected multiple mineralized zones. In three of the holes (SE12-002, 003, 004) the zones appear to occur along a rough northwest trend with veins exhibiting steep, near-vertical dips. Mineralized zones up to 100 meters wide were encountered along this trend which then had a drilled strike length of 740 meters. These holes were designed to follow up the Oxide (Korbel) discovery hole drilled in 2011 (see news release dated November 9, 2011 entitled “ Millrock Intersects Intrusion-Related Gold System at Estelle Project, Alaska”). Anomalous gold mineralization was intersected over wide zones in all holes drilled. The grade of mineralization, however, appears to increase to the southeast. Hole SE12-004, the southeastern-most hole drilled, intersected gold mineralization throughout the majority of the hole with a highlight intercept of 41.45 meters grading 1.14 grams gold per tonne. An induced polarization survey conducted in 2012 revealed a chargeability high corresponding with the drilled mineralized trend. The highest chargeability occurs southeast of drill hole SE12-004 providing a vector to possible higher-grade mineralization to the southeast. This overburden covered area, with mineralization open both along strike and down dip, is considered a priority drill target.

See Section 7 Exploration for the more recent history of the project.

6. Geological Setting, Mineralization and Deposit

The RPM and Korbel deposits have been classified as intrusion-related gold systems (IRGS). (Flagg. E., 2014) Further classification indicates that this is a reduced IRGS which are distinct from gold-rich porphyry deposits (Sillitoe, 2000) and gold-rich skarn deposits (Meinert, 2000). These deposits have their own distinct classification because they are associated with low oxygen fugacity granitoids (ilmenite-series plutons that lack magnetite) that also have low sulfur fugacity of the ore minerals that make up the deposit. These types of deposits can also contain Au-Bi-Te-As (±W, Mo, Sb) metal assemblages. Another characteristic feature of RIRGS is that they have sheeted quartz veins containing sulphides within the intrusive body.

The term reduced is used to highlight that these magmas are associated with a reduced oxidation state of the felsic, ilmenite-series plutons that lack magnetite as well as their exsolved fluids. (Hart, C.J.R., 2005)

These deposits are known for their sheeted arrays of auriferous quartz veins that have a preference for forming in the brittle carapace at the top of small plutons. These carapaces allow the fluids and metals to be concentrated forming bulk-tonnage, low-grade gold deposits such as Korbel and RPM. (Hart, C.J.R. 2005) Mineralization can also occur in the hornfelsed rock (present at RPM), however the gold mineralization in the intrusion itself will most likely contain the highest concentrations of gold (RPM and Korbel).

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7. Exploration

2012 - Early exploration work on the Estelle Gold Project was conducted in 2012 by Millrock Resources Inc which included prospecting, soil sampling, rock sampling, drilling and a geophysical IP survey. In 2012, Millrock Resources Inc drilled 9 core holes with a total of 1,379 meters (4,523.12 feet) at the South-Eastern part of the property. Highlighted intercepts from hole SE-001 returned a grade of 1.14 grams/tonne over a length of 41.45 meters. An IP survey that was conducted affirmed that there is a high chargeability corresponding with mineralization. There was also a higher chargeability that was found to the Southeast of hole SE-004 which became a target for future drilling.

2018 - On February 26, 2018 Nova Minerals announced that they would be conducting a drill program starting in June. The plan was to locate and use the drill hole data and results from Millrock’s public announcements along with Alaskan Government public documents. Some coordinate information was taken from historical reports, ARDF files, and drill logs, while others were located by georeferencing historical exploration maps over Google Earth imagery and topographic maps. Nova planned on doing field verification as well as ground-truthing the locations later in June. At the time, the company had acknowledged that there were additional drill holes conducted by Millrock, however, these holes were non-JORC compliant. The company planned on working with Millrock to produce JORC-compliant exploration data.

Table 7-1: 2018 field season program. Note Oxide is now called Korbel

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Nova also planned to have a reverse circulation (RC) drill operating on the property, which can penetrate depths up to 200 meters. 80 RC holes were planned from June-September. Further RC drilling was planned in 2019 based on 2018’s exploration results. A diamond drill rig was then be deployed to extend the mineralized RC holes to further depth.

The company announced on August 27^th that the RC drilling program had commenced. The drilling program was planned to last approximately 6-8 weeks. The goal of the program was to test along strike north and south of the discovery hole SE12-001 which showed 387m at 0.40 g/t.

Mapping was conducted by Pacific Rim Geological Consulting of Fairbanks Alaska which showed that there were higher gold values that were associated with bismuth telluride and arsenopyrite mineral phases and that this mineralogy is hosted by sheeted quartz veins containing narrow alteration assemblages. (Figure 7.1) These findings show a correlation that this deposit fits the intrusion-related gold system deposit model. Upon completion of a first pass of geological mapping, Tom Bundtzen identified two high-quality targets which were named Oxide North and South (now called Korbel Main). These targets showed envelopes of hydrothermal alteration.

Chip samples were taken by Mr. Bundtzen and returned moderate grades of 1.04 g/t with mineralization consisting of arsenopyrite, pyrite, pyrrhotite, chalcopyrite and tetrahedrite

Figure 7-1: A comparison of sheeted quartz veins found at the Estelle property (image on the left) to other deposits (image on the right) that share similar geologic depositional environments (right image taken from Goldfarb et. al., 2007)

2019 - On March 28, 2019, the company announced that after contracts were awarded, they would bring an IP survey crew onsite with potential diamond drill mobilization to follow 30 days later. The IP survey showed results that were better than anticipated. The results show that there is a gold system that was considerably larger than expected. Drilling was planned to track the IP crew’s findings across the alteration zone. After the completion of the IP and magnetic geophysical surveys, additional mapping and prospecting was conducted on the Estelle claim group. However, in the 2019 field season the focus was on the RPM and Shoeshine occurrences to follow up from Millrock’s intercept grading at 1.04 g/t gold over 102.11 meters.

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The table 7-2 below shows the 2019 exploration program as planned.

The reverse circulation drilling program was wrapped up during the 2019 field season.

Table 7-2: 2019 field season program. Note Oxide is now called Korbel

On December 9, 2019, the company planned on continuing the previous season’s drill program designed to test the quality and size of known gold mineralization and to seek and add mineral resources at Blocks A and B. The focus of the drilling program was to move the resource to a higher level of confidence bringing it to the Measured and Indicated levels to advance the Korbel deposit to the pre-feasibility stage.

In the same announcement, further exploration activities would be undertaken to advance the RPM prospect to the resource drilling stage and complete first-pass diamond drilling on chargeability anomalies C and D that were identified during the 2019 summer field activities.

2020- The drill program at Estelle Gold Camp on February 17, 2020. The drilling program was contracted out to Ruen Drilling Inc., and 18,500 meters (60,696 ft) was planned to be drilled. In the same announcement, the company stated that the drill program on Block B would begin, increasing the size and upgrading the Resource to Measured and Indicated status and to expedite project feasibility studies. RC infill and scout drilling were also to commence at Korbel.

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On August 26, 2020, high-grade rock chip samples collected at the Cathedral target returned gold grades of 114.0 g/t, 98.3 g/t, 37.1 g/t, 24.5 g/t, 19.6 g/t and 11.05 g/t.

The company had also converged Blocks A and B into one zone this year (and renamed them Korbel Main) and upgraded the MRE to 3.3Moz Au.

2021 - The company announced on June 16, 2021 that diamond and RC drilling would commence on the RPM and Korbel prospects in order to delineate a Mineral Resource update and to upgrade the resource in size and confidence to expedite a project Feasibility Study. This drilling program resulted in the MRE being updated three times in 2021, 1^st to 4.7Moz Au at just the Korbel Main deposit and then subsequently to a higher 6.2Moz Au with the addition of the RPM North deposit resource as well, followed by a further resource update in December 2021 to 9.6Moz Au, including 3Moz in the higher indicated category. There was also an exploration mapping and sampling campaign at the Train and Shoeshine prospects which encountered another large IRGS exposed at the surface with a 1km long and 500m strike at Shoeshine. A mapping and sampling campaign was also conducted on the Stoney prospect which confirmed a massive polymetallic mineralized vein observed along 4 km of strike length, up to 10 m wide, and >300m vertical extent with high-grade reconnaissance chip samples.

2022 - Over 20,000m of drilling was planned at RPM North for the year to extend the strike up to 1km to the west as confirmed by a recent magnetic anomaly. 3,000m of drilling was also planned at RPM South to interpret and define additional resources. Ground and/or drone detailed IP geophysics surveys were also planned across the wider RPM and Train areas to further identify additional mineralized zones. Infill drilling would be used to convert the additional resources to the higher confidence Indicated category. Step-out drilling would also be used to expand the existing resource along-strike.

Drilling at the Cathedral prospect within the Korbel Valley was also planned to test the extensions and potential feeder system of Korbel Main. This drilling resulted in a maiden inferred resource of 2.01Moz Au being defined at Cathedral in early 2023. Cathedral and Korbel Main represent only 2 of the 7 named target areas within the wider Korbel Valley in close proximity to the proposed Korbel Central Processing Facility.

A decision was made to ramp down drilling in the final quarter of the year because of very slow turnaround times for assay results from the lab that had been experienced industry wide. The company planned on reviewing the assay results first to determine where it would be best to drill next. 2023 - Following the receipt of the delayed assay results from the 2022 drilling season, which were received in early 2023, the MRE was further upgraded to 9.9Moz Au, including 3.4Moz in the higher measured and indicated categories, including 0.18Moz Au in the highest measured category. In addition, the company plans to drill approximately 15,000m in 2023, the majority of which will be focused on the RPM area with the aim to further infill and expand the at surface, higher grade (to exceed the current mill feed grade of 0.73 g/t Au) resources at RPM North and RPM South and the very high priority 600m continuous target area linking the 2 deposits, where the lower parts of holes RPM-037 and RPM-025 intersected a 2^nd large mineralized intrusive.

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The remainder of the 2023 drill program will target the Train area, where RPM-style mineralization was discovered with the aim to define a 3rd gold resource in the area

Surface exploration mapping and sampling programs will also be conducted as part of the 2023 field season. These will be primarily focused on the RPM and Train areas, as well as at the highly prospective 3km long polymetallic Au-Ag-Cu system at the Stoney prospect.

References

Goldfarb, R. J., Marsh, E. E., Hart, C. J., Mair, J. L., Miller, M. L., & Johnson, C. (2007). Geology and origin of epigenetic lode gold deposits, Tintina Gold Province, Alaska and Yukon. Recent US Geological Survey Studies in the Tintina Gold Province, Alaska, United States, and Yukon, Canada—Results of a.

All other material was taken from Estelle Gold Project updates and quarterly and annual reports from the company’s website

Table 7-3: Drilling completed at the Estelle Gold Project

	RPM (North & South)						Korbel Main						Cathedral						Total
Year	No. of Holes		Length (ft)		Length (m)		No. of Holes		Length (ft)		Length (m)		No. of Holes		Length (ft)		Length (m)		No. of Holes		Length (ft)		Length (m)
2019		0		0.0		0.0		32		6,861.2		2,091.8		0		0.0		0.0		32		6,861.2		2,091.8
2020		0		0.0		0.0		64		88,572.4		27,003.8		0		0.0		0.0		64		88,572.4		27,003.8
2021		6		8,417.9		2,566.4		82		95,656.8		29,163.7		0		0.0		0.0		88		104,074.6		31,730.1
2022		32		34,491.3		10,515.6		21		57,464.0		17,519.5		11		15,096.1		4,602.5		64		107,051.4		32,637.6

All maps and drill locations are in UTM grid NAD83 zone 5N and were measured by using a handheld GPS with a lateral accuracy of ± 4m and a vertical accuracy of ± 10m.

Based on the geological interpretation of the deposit for the 2019 drilling campaign and historic resource, the inferred resource was planned using a drill spacing of 150m.

Prior to diamond drilling, a reverse circulation drill was used to drill 32 holes on the Korbel property from 2019-2020.

Diamond drilling on the property began in 2020 with the Korbel prospect. Reverse circulation drilling was also conducted on the property. The size of the core being drilled was HQ. Surveys were recorded every 150 feet with a Reflex ACT-III tool to check drill deviation. Orientation marks were made on the core for later use by the logging geologist. The rock type was mostly competent allowing for good core recovery with minimal loss.

Diamond drilling on the RPM prospect was conducted in 2021 and 2022 and consisted of 6 drill holes in 2021 and 32 drill holes in 2022. After completion of each drill hole, the drill collar was surveyed using GNSS survey tools. Most holes at RPM were surveyed using a CHC LT500 series GNSS handheld receiver which has accuracies ranging from meter to centimeter. RPM drillholes 1-6 used a Trimble R1surveying tool. Handheld GPS units were used to survey holes 9, 11, 14, 16, 17, 21, 24, 27, 29 and 31. The rest of the holes were surveyed using the CHC LT500.

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At Korbel, holes 1-48 were surveyed using the CHC LT500. Holes 48-118, 120-122, used the Trimble R1. Handheld Garmin Maps were used for holes 119, 124, 129, 133, 152-155. The remaining holes were surveyed by the CHC LT500.

All SE holes at RPM were surveyed using the CHC LT500. RC holes on the Oxide prospect were surveyed by using the Trimble for holes 015, 026-032.

In 2022 the company drilled 11 holes into the Cathedral prospect.

8. Sample Preparation, Analyses, and Security

8.1 Sub-Sampling Techniques and Sample Preparation

Samples are taken each 10 feet (3.05m) unless there is a change in lithology. In these cases samples are broken to lithologic boundaries. Samples are then half cut with one of the half cuts being sent to the ALS lab in Fairbanks Alaska for processing. Three different types of SRM are inserted each 20 samples. Duplicates of the reject are taken each 20 samples. One blank is inserted each 40 samples. Data is plotted and evaluated to see if the samples plot within accepted tolerance. If any “out of control” samples are noted, the laboratory is notified.

8.2 Sample Security

A secure chain of custody protocol has been established with the site geologist locking samples in a secure shipping container at site until loaded on to aircraft and shipped to the secure restricted access area for processing by Nova Minerals staff geologists.

A secure shipping container at site until loaded and shipped to the secure restricted access room at TOMRA who forwarded to bureau veritas Metallurgical facility Adelaide.

8.3 Reviews or Audits

Detailed QA/QC analysis is undertaken on an ongoing basis by Qualitica Consulting.

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9. Data Verification

9.1 Quality of Assay Data and Laboratory Tests

Samples are tested for gold using ALS Fire Assay Au-ICP21 technique. This technique has a lower detection limit of 0.001 g/t with an upper detection limit of 10 g/t. If samples have grades in excess of 10 g/t then Au-AA25 is used to determine the over detect limit. Au-AA25 has a detection limit of 0.01 g/t and an upper limit of 100 g/t. Three different types of SRM are inserted each 20 samples. Duplicates of the reject are taken each 20 samples. One blank is inserted each 40 samples. Data is plotted and evaluated to see if the samples plot within accepted tolerance.

If any “out of control” samples are noted, the laboratory is notified.

9.2 Verification of Sampling and Assaying

Assay data intercepts are compiled and calculated by the CP and then verified by corporate management prior to the release to the public.

9.3 Location of Data Points

All maps and locations are in UTM grid (NAD83 Z5N) and have been measured by a digital Trimble GNSS system with a lateral accuracy of <30cm and a vertical accuracy of <50cm.

9.4 Data Spacing and Distribution

Drill holes have been spaced in a radial pattern such that all dimensions of the resource model is tested. Future geo-stats will be run on the data to determine if addition infill drilling will be required to confirm continuity.

9.5 Orientation of Data in Relation to Geological Structure

The relationship between the drilling orientation and the orientation of key mineralised structures is confirmed by drill hole data driven ongoing detailed structural analysis by OTS structural consultants.

10. Mineral Processing and Metallurgical Testing

10.1 Korbel Mineral Processing and Metallurgical Testing

An extensive metallurgical test program was conducted to support the study. Two composite samples representing different gold grades of Korbel B Zone in the Estelle gold deposit were formulated from ½ split core samples for this test program. In addition, a master composite representing the Korbel B Zone was also prepared for testing. The scope of the metallurgical study consisted of sample preparation, head sample characterization, gravity concentration, sulfide flotation, and regrinding of concentrates followed by cyanidation. In addition, column leach testing was also conducted to evaluate the heap leach potential of test samples but proved to be non-beneficial to this operation. Testing was conducted by Bureau Veritas Commodities Canada Ltd. in Richmond, BC, Canada.

10.1.1 Metallurgical Samples

The samples used for metallurgical testing were collected from Estelle’s Korbel B zone and shipped to BV Minerals Metallurgical Division. As shown in Table 10-1, a total of thirty-two ½ split core samples, weighing about 350 kg, were received at BV Minerals Metallurgical Division on January 11^th, 2021. The ½ split core samples were sorted into two composites, High-Grade Composite (HG Composite) and Low-Grade Composite (LG composite), for metallurgical testing.

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After compositing, each composite was stage crushed to 1.5”, homogenized, and representative sub-samples were obtained for the Abrasion index and the Bond rod mill and Bond ball mill work index test. The sample was finally crushed to 6 Tyler mesh (3.35 mm), homogenized and rotary split into 2 kg test charges for bench-scale testing and head assays.

One test charge from each test composite was pulverized to P₉₀ of 75 µm for head assays, including Au, Ag, S, and C species and ICP. Later in the program, a 1 kg charge of the final bulk gravity test charge was assayed for gold using screened metallics protocol. A master composite was also prepared by blending the LG composite and the HG composite at a 50:50 ratio for testing.

Table 10-1: Composite sample list

Count	Hole-id	From	To	Sample	Wt. (kg)	Hole-id	From	To	Sample	Wt. (kg)
1	KBDH-001	32.92	35.97	A0390718	9.9	KBDH-001	17.68	20.73	A0390712	10.8
2	KBDH-001	176.17	179.22	A0390774	10.4	KBDH-001	45.11	48.16	A0390722	11.2
3	KBDH-001	203.61	206.65	A0390786	10.8	KBDH-001	93.88	96.93	A0390743	10.9
4	KBDH-001	319.43	322.48	A0390829	10.3	KBDH-001	151.79	154.84	A0390766	11.3
5	KBDH-005	29.57	32.61	A0393011	10.8	KBDH-004	283.16	286.21	A0391117	10.2
6	KBDH-005	52.88	56.08	A0393019	12.4	KBDH-004	298.40	301.45	A0391122	11.0
7	KBDH-005	78.33	81.38	A0393029	11.7	KBDH-004	301.45	304.50	A0391123	11.0
8	KBDH-005	96.62	99.67	A0393037	10.9	KBDH-004	505.66	508.71	A0391200	11.6
9	KBDH-009	223.16	226.19	A0393417	9.8	KBDH-013	319.13	322.17	A0393797	10.3
10	KBDH-009	112.79	114.16	A0393372	4.8	KBDH-013	346.56	349.61	A0393807	10.8
11	KBDH-009	147.46	150.49	A0393385	11.2	KBDH-013	377.04	380.09	A0393818	12.3
12	KBDH-009	185.16	188.19	A0393399	10.8	KBDH-013	386.18	389.23	A0393822	11.4
13	KBDH-012	133.50	136.55	A0391682	11.6	KBDH-019	30.18	33.22	A0394171	13.2
14	KBDH-012	170.38	173.43	A0391695	10.6	KBDH-019	115.52	118.57	A0394203	10.4
15	KBDH-012	274.02	277.06	A0391734	11.6	KBDH-019	170.38	173.43	A0394223	11.8
16	KBDH-012	322.78	325.83	A0391752	11.5	KBDH-019	197.82	200.86	A0394233	12.1
Total					169.1					180.3

10.1.2 Metallurgical Test Procedures

An extensive metallurgical test program was conducted to support the study. Composite samples representing different gold grades from the Estelle Gold Project deposits were formulated from ½ split core samples for the test programs. In addition, a master composite representing each deposit was also prepared for testing. The scope of the metallurgical study consisted of sample preparation, head sample characterization, gravity concentration, sulfide flotation, and regrinding of concentrates followed by cyanidation. Testing was conducted by Bureau Veritas Commodities Canada Ltd. in Richmond, BC, Canada. Various aspects of the metallurgical program are presented and discussed in the following sections. Head Sample Characterization The average gold grade obtained from the fire assay was 0.636 and 0.504 g/t for HG and LG composites, respectively. The individual gold assays on various splits taken from the same test composite varied slightly from 0.399 to 0.544 g/t for LG composite and from 0.556 to 0.728 g/t for HG composite, indicating the presence of coarse gold but not in a significant amount. Silver contents in the test composites were 1 ppm. Sulfur contents were approximately 0.12% and

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10.1.3 Head Grade Analysis

As the primary value of interest, the gold assays were done by standard fire-assay procedure on multiple splits and metallics screen.

10.1.4 Ore Sorting

The amenability of the rock samples to sorting was conducted by the TOMRA Sorting Inc. facility in Sydney. The test program assessed the heterogeneity of the deposit based on the gold grade of the selected rock samples. Sorting was evaluated using the Dual Energy X-Ray Transmission (DEXRT) sensor technology on approximately 200 rock samples with a total mass of 588 kg ranging between 10 and 80 mm (~ ½ to 3 inches). The tests were run in a four-stage XRT sorting configuration at different scanner sensitivity settings to produce the highest concentrate grade with the least mass pull in the first stage. With each additional stage, the conditions were adjusted to be less selective, increasing recovery however decreasing the concentrate grade.

10.1.5 Grinding and Screening

Primary grinding was performed in dedicated stainless steel laboratory rod mills using 2 kg test charges at 65% solids pulp density. Test grinds were conducted to determine the time required to achieve reliable target grind size distributions.

Particle size distributions were measured using a Rotap™ vibrator, equipped with 20 cm (8”) diameter test sieves stacked in ascending mesh sizes. The sample was initially wet screened at 37 µm (400 Tyler™ mesh). The oversize fraction was then dry screened through the stacked sieves. Finally, each fraction was collected and weighed to calculate the individual and cumulative percentages passing.

Regrinding of the flotation concentrate was conducted in a 1.5-L laboratory batch IsaMill, and size analysis on the reground sample was done using Malvern Mastersizer 3000 Particle Size Analyzer.

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10.1.6 Comminution Test work

The comminution test was conducted on the HG and LG composites following the standard Abrasion index and Bond rod and ball mill index test procedures.

10.1.7 Gravity Concentration Test Work

A total of three different gravity procedures were tested.

Single-pass gravity concentration

IA level gravity concentration tests were carried out on 2 kg test charges on both LG and HG composites at two grind sizes targeting P₈₀ of 105 and 200 µm (tests G1-G4).

The gravity separation was performed in two stages. Rougher gravity separation was conducted using a 3” laboratory Knelson gravity centrifugal concentrator. The samples were ground to target sizes in a laboratory stainless steel rod mill at 65% solids. The ground material was then re-pulped to a pulp density of about 20% solids and subjected to a single pass through the gravity concentrator operated at one psi fluidization water pressure and 120 “G” force. The resulting primary gravity concentrate was further upgraded by hand panning to simulate cleaning. The entire cleaned concentrate was assayed for gold by standard fire assay procedures to extinction, while the gravity rougher and cleaner tailing were assayed separately for metallurgical balances.

Additionally, a large-scale gravity test (test G5) was performed on a 34 kg blend of LG and HG composite, and the resulting gravity rougher concentrate was subjected to intensive leach without any upgrading, and the gravity rougher tailing was subjected to bulk sulfide flotation.

Extended Gravity Recoverable Gold (E-GRG)

Extended gravity recoverable gold (E-GRG) test was conducted on 20 kg of the master composite to determine the sample’s amenability to gravity concentration. The E-GRG test was carried out in three stages (targeting particle size of 80% passing 10 mesh, 250 µm, and 75 µm) in a 3” Knelson centrifugal concentrator. The concentrate collected from each stage was screened, and each fraction was weighed and assayed to extinction for gold content for metallurgical balance.

Upon completing the EGRG test, test data was forwarded to FLSmidth/Knelson for evaluation and scale-up analysis.

GAT Test

The GAT test was performed in six stages on 4 kg of master composite ground to P₈₀ of 75 µm. The test flowchart is illustrated in Error! Reference source not found., and the resulting test products were assayed for gold for metallurgical balance.

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Figure 10-1: GAT test flowchart

10.1.8 Flotation Test Work

Bulk sulfide flotation tests were conducted on ground whole-ore and gravity tailings. Potassium amyl xanthate (PAX) and Cytec A208 at a dosage of 120 g/t and 30 g/t, respectively, were added in four stages as mineral collectors. Copper sulfate as Cu(SO₄).5H₂O was added at 150 g/t as the mineral activator, and MIBC was used as the frothing agent at 23 g/t. Resulting, rougher flotation concentrate samples were subjected to intensive leach or assayed directly for metallurgical balance as required.

10.1.9 Cyanide Leaching Test Work

As an alternative process to flotation, bottle roll cyanide leaching was carried out on ground whole-ore samples and gravity-scalped tailings.

The baseline leach tests were initially performed on LG and HG composites at 40 wt.% solids in 1 g/L NaCN for 72 hours. Both standard leach and CIL procedures were tested at a target P₈₀ of 75 µm grind. Two finer P₈₀ sizes, targeting 53 and 38 µm, were further tested on LG and HG composites to evaluate the effect of grind size on gold extraction. Based on the leaching kinetics from the baseline leach tests, the leach residence time was reduced from 72 hours to 48 hours.

The leach process was further optimized on whole-ore master composite and gravity tailings by shortening leach residence to 48 hours, testing higher pulp pH’s, with lead nitrate addition in the mill and with air/oxygen injection. All leach test conditions are presented in Table 10-2.

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Table 10-2: Cyanide leach conditions

Sample ID	Test no.	Grind P80 (µm)	Residence time (hr)	Pb(NO3)2 in mill (g/t)	Pulp density (%)	pH	Aeration with O2: dO2 (ppm)	NaCN  g/L
Half Core	C-1	74	72	n/a	40	10.5-11.0	n/a	1.0
High Grade	C-3	56	48	n/a	40	10.5-11.0	n/a	1.0
(HG comp.)	C-4	39	48	n/a	40	10.5-11.0	n/a	1.0
	CIL-1	80	72	n/a	40	10.5-11.0	n/a	1.0
Half Core	C-2	80	72	n/a	40	10.5-11.0	n/a	1.0
Low Grade	C-5	57	48	n/a	40	10.5-11.0	n/a	1.0
(LG comp.)	C-6	42	48	n/a	40	10.5-11.0	n/a	1.0
	CIL-2	78	72	n/a	40	10.5-11.0	n/a	1.0
Master	C7	74	48	150	40	10.5-11.0	25-30	1.0
composite	C8	53	48	150	40	10.5-11.0	25-30	1.0
	C9	37	48	150	40	10.5-11.0	25-30	1.0
	C10	37	48	150	40	12.3-12.4	15-20	2.0
EGRG Tailings	CEGRG-T1	77	48	n/a	40	10.5-11.0	With Air	1.0
from Master composite	CEGRG-T2	77	48	n/a	40	10.5-11.0	20-25	1.0

Before adding sodium cyanide, the alkalinity was adjusted with hydrated lime to target pH. The pH and cyanide levels were maintained throughout the entire test. Intermediate solution samples were taken at 2, 6, 24, 30, 48, 54, and 72 hours and assayed for leach kinetics. The leach tests were terminated after 48 or 72 hours with filtration of leachate solution. The solid residues were displacement-washed with a cyanide solution, followed by two hot water rinses. All test products, including solution and the final residue, were analyzed for gold content for metallurgical balance.

In addition to the standard leach, an intensive leach procedure was tested on flotation and gravity concentrate with/without regrinding. The intensive leach tests were carried out for 24 hours at a 13-25% pulp density in 20 g/L NaCN solution with LeachAid addition. Timed solution samples were removed at 2, 4, 7, and 24 hours and assayed for leach kinetics.

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10.1.10 Metallurgical Test Work Results

Various aspects of the metallurgical program are presented and discussed in the following sections.

10.1.11 Head sample characterization

The average gold grade obtained from the fire assay was 0.636 and 0.504 g/t for HG and LG composites, respectively, as shown in Table 10-3. The individual gold assays on various splits taken from the same test composite varied slightly from 0.399 to 0.544 g/t for LG composite and from 0.556 to 0.728 g/t for HG composite, indicating the presence of coarse gold but not in a significant amount. Silver contents in the test composites were 1 ppm. Sulfur contents were approximately 0.12% and mainly presented as sulfide sulfur. In general, carbon content was <0.15%, and organic carbon was below the assay detection limit of 0.02%, indicating that preg-robbing might not be anticipated to occur during cyanidation.

Table 10-3: Head assay results

Analyte	Unit	LG composite	HG composite	LDL	Method
Au	g/t	0.544	0.623	0.005	FA
Au	g/t	0.500	0.728	0.005	FA
Au	g/t	0.493	0.556	0.005	FA
Au	g/t	0.590	-	0.005	FA
Au	g/t	0.399	-	0.005	FA
Au	g/t	0.500	-	0.005	FA
Au average	g/t	0.504	0.636
Ag	g/t	1	1	1	MA401
TOT/C	%	0.12	0.14	0.02	TC000
C/ORG	%	<0.02	<0.02	0.02	TC005
C/GRA	%	<0.02	<0.02	0.02	TC005
CO2	%	0.45	0.51	0.08	TC006
TOT/S	%	0.12	0.13	0.02	TC000
S/S-	%	<0.05	0.09	0.05	TC008
SO4	%	0.22	0.14	0.05	TC008
Te	ppm	<1.5	<1.5	1.5	MA270

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The poor gold deportment on the +200-mesh fraction from metallic screen analysis and the similar gold grades in the +200-mesh fraction and -200 mesh fraction further confirmed this finding. Table 10-4 shows the summary of the analysis.

Table 10-4: Metallics screen analysis

	Screen	Weight	Au	Distribution (%)
Sample ID	Tyler mesh	(g)	(g/t)	Au	Wt.
Master	+200	29.7	0.810	4.8	3.0
composite	-200	969.8	0.514	100.0	97.0
Calculated head	Total	999.5	0.522	104.8	100.0
Measured head			0.570

10.1.12 Ore Sorting Test Results

The sorting tests were conducted using a four-stage XRT sorting process at different scanner settings. Rock samples with a total mass of 588 kg with particle sizes ranging from 10 to 80 mm (~ ½ to 3 inches) were sorted at TOMRA in April 2021. 20% of the mill feed was assumed to be fines by-pass (- 10 mm) containing 25% gold.

XRT conditions in the first stage were set up to be highly selective to produce the highest-grade concentrate with the least mass pull. Gold, Arsenic, and Tellurium results from the four-stage XRT sorting test are summarized in Table 10-5. The sorter results indicated that up to 82% of the gold could be recovered at 25.7% sorter accept at a cumulative gold grade of 2.13 ppm, whereas 74.3% of the material was rejected as waste.

Table 10-5: Four stage XRT sorting results

		Gold		Arsenic		Tellurium
Sorted fraction	Cum. weight (%)	Cum. rec. (%)	Cum. grade (%)	Cum. rec. (%)	Cum. grade (ppm)	Cum. rec. (%)	Cum. grade (ppm)
Stage 1 product	4.0	36	6.06	37	8890	42	5.60
Stage 2 product	14.6	74	3.42	60	3938	74	2.70
Stage 3 product	25.7	82	2.13	69	2583	83	1.70
Stage 4 product	46.5	90	1.30	80	1665	90	1.03
Stage 4 waste	100	100	0.67	100	967	100	0.53

It is critical to consider the generated fines during circuit design as they represent a significant portion of the gold at the mineral sorting stage. The results obtained from the sorting test work might require further refinement and validation to match the mine head grade if the cut-off gold grade is altered.

10.1.13 Comminution Test Results

Standard Bond comminution tests were conducted on the HG and LG test composites to determine abrasion index (A_i) for grinding mill consumables calculations, as well as Bond ball mill work index (BBWi) and Bond rod mill work index (BRWi) for grinding specific energy calculations. Both composites were moderately abrasive with an average of 0.4003. BBWi tests were conducted at a closing screen sizing of 106 µm and indicated a medium-hard material. The test work results are summarized in Table 10-6. No significant difference was observed between the hardness of the two composites.

Table 10-6: Comminution test results

Composite id	Ai (Abrasion index)	BRWi (kWh/tonne)	BBWi (kWh/tonne)
HG composite	0.4017	12.2	14.6
LG composite	0.3990	12.1	14.8
Average	0.4003	12.2	14.7

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10.1.14 Gravity Concentration Test Results

Gravity concentration tests were conducted on the HG, LG, and master composite samples to determine their amenability to gravity gold separation. The HG and LG composite samples were ground to a target P₈₀ of 105 µm while the target P₈₀ of the master composite was 75 µm for the GAT test and 1072 to 77 µm for the EGRG tests.

The scoping gravity tests and the EGRG test achieved encouraging results. However, metallics analysis at the 200-mesh screen showed poor gold deportment on the + 200 mesh fraction, and the gold grade in the + 200 mesh fraction not much higher than the - 200 mesh fraction provided conflicting information.

In addition, no coarse gold particles were observed in the Knelson gravity cleaner concentrate under the microscope. Instead, the Knelson concentrate appeared to be high-grade fine gold particles carried in sulfide minerals instead of coarse gold particles, resulting in poor GRG recovery in the plant. This observation agrees with the QEMSCAN findings discussed in Section 10.1.17, that the sulfide contents increased from around 0.5% to 20.2%, and most of the gold in the Master composite was associated with sulfides. As a result, FLSmidth/Knelson advised dropping the gravity concentration from the process flow circuit. Results from the gravity tests are summarized in Table 10-7.

Table 10-7: Summary of gravity concentration test results

		Test charge	Measured head grade	Calculated head grade	P80 size	Gravity rougher concentrate
Composite ID	Test no.	kg	g/t Au	g/t Au	µm	Mass (%)	Grade (g/t Au)	Recovery Au (%)
LG composite	G1	2	0.504	0.388	105	3.0	9.3	71.0
	G4	2	0.504	0.437	200	3.5	9.9	78.8
HG composite	G2	2	0.636	0.660	105	3.2	14.4	70.5
	G3	2	0.636	0.582	200	3.2	13.8	76.7
Master composite	G5	34	0.558	0.557	75	0.5	68.9	61.3
	EGRG-1	20	0.570	0.647	1072, 263, 77	1.2	38.7	73.8
	GAT-1	4	0.570	0.523	75	1.5	20.8	58.4

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10.1.15 Flotation Test Results

Based on the mineralogical observation that most of the gold in the Master composite is associated with sulfide minerals, flotation was selected as a process alternative. Scoping sulfide flotation with or without gravity pre-concentration was tested on the Master composite at a target grind P₈₀ of 75 µm. The responses of the test samples to the flotation process are summarized in Table 10-8.

Results showed that the test samples responded well to bulk sulfide flotation with or without gravity pre-concentration. Flotation of ground whole-ore could recover 95.4% gold into a sulfide concentrate representing 5.1% feed mass, grading ~8 g/t Au, resulting in 0.02 g/t Au and <0.02% S flotation tailings for disposal. Flotation of gravity scalped tails could recover over 92% of fine gold left in gravity tailings.

Table 10-8: Summary of flotation tests at P80 of 75 µm

		Product grade (g/t Au)			Gold recovery
Test no.	Sample	Feed	Flotation concentrate	Rougher tails	Mass (%)	Flotation concentrate (Au %)
F1	Whole-ore Master comp. (Rougher 1-3)	0.45	8.36	0.03	5.1	95.4
F2	EGRG tailings from Master comp.	0.12	1.29	0.01	8.90	92.0
F3	G5 tailings from Master comp.	0.22	2.72	0.02	7.40	92.3

As demonstrated in

Figure 10-2, gold in gravity tailings floated rapidly, and gold and sulfur floated simultaneously. Most of the gold remaining in the gravity tails reported to the first rougher concentrate. It is anticipated that the whole-ore sample would have similar flotation kinetics.

Figure 10-2: Floatation kinetics

Further flotation study on the Master composite should be conducted to optimize the process, including optimal primary grind size, reagent type, dosages, and regrind size.

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10.1.16 Cyanide Leaching Test Results

As an alternative process to flotation, cyanidation of ground whole-ore and concentrate generated from gravity and flotation processes were tested. As the primary process variables, various grind sizes, cyanide strength, pulp pH, residence time, d.O₂ level, and lead nitrate addition were evaluated. In addition, Carbon-In-Leach (CIL) procedure was also tested.

Whole-Ore Cyanidation

Three different grind sizes ranging from 75 µm to 38 µm were tested on LG and HG composites and the master composite to evaluate the effect of grind size on gold recovery. The test conditions and results are summarized in Table 10-9 while gold leach kinetics and gold recoveries achieved at different grind sizes are plotted in Figure 10-3 and Figure 10-4, respectively.

Results showed that the test samples were sensitive to grind sizes in the range of P₈₀ of 75 to 37µm. In size range tested, finer grind benefited gold recovery but not significantly. Gold extraction from the baseline test conditions ranged from 68.6% to 78.8% on the LG composite and from 76.4% to 79.6% on the HG composite. Gold extraction improved to 71-73% on the master composite following aggressive leach conditions of 150 g/t lead nitrate in the mill and with d.O₂ maintained at 25-30 ppm with oxygen injection.

It was observed that at a 37 µm grind size, increasing pulp pH from 10.5 to 12.3 and NaCN concentration from 1 to 2 g/L resulted in a 5% increase in gold extraction and a significant drop in cyanide consumption. Residual gold concentration varied from 0.120 to 0.227 g/t Au. In size range tested, finer grinds resulted in higher gold recovery and lower residual gold grades. Cyanide consumption from the grind-recovery tests averaged 1.18 kg/t at a NaCN concentration of 1.0 g/L and a pulp pH of 10.5-11. Less than 0.4 kg/t hydrated lime was required to maintain a slurry pH >10.5 in the leach circuit.

The CIL leach procedure (tests CIL1 and 2) at a target P₈₀ grind of 75 µm demonstrated that CIL did not benefit gold recovery.

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Table 10-9: Summary of whole-ore cyanidation test results

	Test	Grind P80	Residence	Pb(NO3)2 in mill	Pulp density		Aeration with O2:	NaCN	Measured head	Calculated head	Recovery	Residue	Consumption (kg/t)
Sample ID	no.	(µm)	Time (hr)	(g/t)	(%)	pH	dO2 (ppm)	g/L	Au (g/t)	Au (g/t)	Au (%)	Au (g/t)	NaCN	Lime
HG composite	C-1	74	72	n/a	40	10.5-11.0	n/a	1.0	0.636	0.619	68.6	0.195	1.27	0.36
	C-3	56	48	n/a	40	10.5-11.0	n/a	1.0	0.636	0.648	73.1	0.175	0.98	0.30
	C-4	39	48	n/a	40	10.5-11.0	n/a	1.0	0.636	0.810	78.8	0.172	1.04	0.28
	CIL-1	80	72	n/a	40	10.5-11.0	n/a	1.0	0.636	0.499	61.7	0.191	1.57	0.34
LG composite	C-2	80	72	n/a	40	10.5-11.0	n/a	1.0	0.504	0.491	76.4	0.116	1.26	0.38
	C-5	57	48	n/a	40	10.5-11.0	n/a	1.0	0.504	0.482	79.6	0.099	1.00	0.28
	C-6	42	48	n/a	40	10.5-11.0	n/a	1.0	0.504	0.465	78.9	0.098	1.01	0.26
	CIL-2	78	72	n/a	40	10.5-11.0	n/a	1.0	0.504	0.360	63.1	0.133	1.50	0.38
Master composite	C7	74	48	150	40	10.5-11.0	25-30	1.0	0.570	0.783	71.0	0.227	1.14	0.26
	C8	53	48	150	40	10.5-11.0	25-30	1.0	0.570	0.617	72.9	0.167	1.10	0.26
	C9	37	48	150	40	10.5-11.0	25-30	1.0	0.570	0.592	73.2	0.159	1.11	0.36
	C10	37	48	150	40	12.3-12.4	15-20	2.0	0.570	0.542	77.9	0.120	0.47	3.40

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Figure 10-3: Gold extraction kinetics at various grind sizes

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Figure 10-4: Gold recovery and residual grade at various grind size

Gravity Tailings Leach Test

Two leach tests were conducted on the EGRG gravity tailings. Test conditions and results are summarized in Table 10-10, and leach kinetics are presented in Figure 10-5.

Table 10-10: Leach results on gravity tailings

		P80	Pulp density			NaCN	Meas. head Au	Calc. head Au	Recovery	Residue	Consumption (kg/t)
Sample id	Test no.	(µm)	(%)	pH	Aeration	(g/L)	(g/t)	(g/t)	Au (%)	Au (g/t)	NaCN	Lime
EGRG tailings from Master composite	CEGRG-T1	77	40	10.5-11.0	Air	1.0	0.150	0.149	79.9	0.030	1.00	0.20
	CEGRG-T2	77	40	10.5-11.0	O2	1.0	0.150	0.151	80.1	0.030	1.02	0.20

 

Figure 10-5: Leach kinetics for gravity tailings

As noted in Table 10-10, similar gold recovery of ~80% was achieved with aeration and oxygen injection. Leach kinetics, as shown in Figure 10-5, indicated that gold leached rapidly in the first 2 hours and then slowed down afterward. Oxygen benefited the initial gold dissolution.

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Concentrate Intensive Leach

Intensive cyanide leach evaluation was carried out on flotation and gravity concentrate samples generated from the master composites. The intensive leach test conditions and results are summarized in Table 10-11, and leach kinetics are plotted in Figure 10-6.

Table 10-11: Intensive leach test results on concentrates

			P80	Pulp density		NaCN	Leach	Calculated headAu	Recovery	Residue	Consumption(kg/t)
Sample id	Test no.	Regrinding	(µm)	(%)	pH	(g/L)	aid(g)	(g/t)	Au (%)	Au (g/t)	NaCN	Lime
F1 Ro concentrate (1-3) from whole-ore master comp.	CF1	Yes	22	14	>11	20.0	1.0	8.36	92.5	0.628	44.85	0.44
F2 Ro concentrate from EGRG tailings	CF-2	Yes	23	13	>11	20.0	1.0	2.45	93.3	0.164	41.54	0.46
G5 Gravity concentrate from whole-ore master comp.	CG5 concentrate	n/a	~80	25	>11	20.0	1.0	68.93	68.5	21.7	25.18	0.18

These tests demonstrated that gravity concentrate responded to the cyanidation process similar to that of whole-ore at a similar grind of 75 µm. The lower intensive leach recovery from gravity concentrates further supported the fact that the EGRG results are void in using them to predict gravity recovery. Thus, gravity concentration was dropped off from the process flowsheet.

Regrinding of flotation concentrate before cyanidation improved both gold recovery and leach kinetics significantly. Gold recovery of ~93% can be expected by intensive leach of P₈₀ 22-23 µm reground flotation concentrate. The unoptimized cyanide leach reagent consumptions were 43.19 kg/t of concentrate tonnage, equating to 2.07 kg/t mill feed. The cyanide consumption averaged 43.19 kg/t flotation rougher concentrate is high but is unoptimized, and the intensive leach tailings could be thickened or filtered and re-utilize the thickener overflow and/or the filtrate free cyanide bearing water back in the process, but this will need more testing and engineering in subsequent phases of work.

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Leach kinetics demonstrated that cyanide soluble gold leached rapidly in the first 4 hours. Overall, gold recovery of over 88% Au can be expected from the combined flotation & cyanidation process at a float grind P₈₀ of 75 µm and leach grind of 22 µm. Optimum grind/regrind will ultimately be determined by economics, including grinding costs, expected metal prices, and other engineering factors.

Figure 10-6: Concentrate Leach Kinetics

10.1.17 Mineralogical Examination

The master composite, leach tailings generated from standard leach of HG composite, and tailings from intensive leach of gravity concentrate produced from the Master Composite were examined for QEMSCAN (Quantitative Evaluation of Minerals by Scanning Electron) Bulk Mineral Analysis (BMA) to identify and quantify the mineralogical characteristics of the test samples. In addition, a QEMSCAN Trace Mineral Search (TMS) protocol was also performed on Master composite and leach tailings of HG composite to assess their gold deportment mineralogy. The present gold-bearing minerals, the gold deportment by gold-bearing minerals, and the grain sizes of the gold minerals, and the gold liberation and associations with sulfide and non-sulfide minerals were of particular interest.

Polished block sections were prepared from P₈₀ of 75 µm ground Master composite and as-produced leach tailings and were systematically scanned using QEMSCAN/MLA. The main mineralogical findings are discussed in Table 10-12.

As shown in Table 10-12, the total sulfide minerals accounted for 0.47% of the Master composite and 0.66% of the HG leach tailings. The sulfide minerals content increased to 20.2% in the leach tailings of the gravity rougher concentrate. The dominant sulfide species in the test samples were arsenopyrite and pyrite. The non-sulfide gangue minerals of the test samples were predominantly comprised of different types of silicates with small to trace amounts of iron oxides, barite, and rutile/anatase.

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Table 10-12: Main mineral composition

Minerals	Mineral Compositions (wt %)
	Master composite 75 µm P80	HG Composite leach tailings	CG5 gravity concentrate leach residue
Chalcopyrite	0.05	0.06	0.97
Galena/FeNi(Co)- sulpharsenide	<0.01	<0.01	0.06
Sphalerite	0.01	0.01	0.03
Pyrite	011	0.07	2.06
Arsenopyrite	0.31	0.53	17.09
Total sulphide minerals	0.47	0.66	20.21
Lollongite	0.03	0.04	1.30
Iron metal	0.35	0.55	1.99
Goethite/Ilmenite	0.09	0.06	0.36
Quartz	26.58	27.83	23.65
Plagioclase Feldspar	36.62	32.71	27.86
K-Feldspar	20.72	20.64	13.43
Biotite/Phlogopite	7.93	7.36	2.56
Muscovite	1.78	3.63	0.91
Chlorite	3.25	3.52	1.78
Calcite	0.76	1.11	0.55
Amphibole	0.73	1.12	1.27
Apatite	0.37	0.41	1.63
Sphene/Rutile/Anatase	0.18	0.21	0.44
Zircon	0.02	0.06	1.58
Others	0.13	0.08	0.49
Total non-sulphide minerals	99.52	99.34	79.79
Total	100.00	100.00	100.00

Note:

1.	Chalcopyrite includes trace amounts of Acanthite/Argentite
2.	Calcite includes trace amounts of Ankerite, Dolomite, and Fluorite
3.	Others include trace amounts of Barite, Ca-Sulphate, Corundum.

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Gold deportment studies showed that almost all the observed gold was present as native gold and electrum in both Master composite and HG leach tailings.

The gold in the Master composite and HG leach tailings was fine-grained. Gold grain sizes in the Master composite ranged from 0.5 to 5 µm, and more than 99% of the gold-sized finer than 5 µm. The residual gold in the HG leached tailings also sized finer than 5 µm, and nearly 95% of the gold in the HG leach tailings was finer than 2 µm. However, nearly half of the tailing gold was distributed in particle sizes of greater than 30 µm.

At a grind size of P₈₀ 75 µm, the gold liberation in the Master composite was estimated at 6.5%. The unliberated gold was dominantly associated with arsenopyrite, indicating that sulfide flotation should be considered the preferred process option.

10.2 RPM Mineral Processing and Metallurgical Testing

An initial metallurgical test program for the RPM deposits was conducted to support the study. A composite sample representing the average grade of RPM from split core samples. The scope of this test program included sample classification and sulphide flotation. Additional test work was conducted by Bureau Veritas Commodities Canada Ltd. in Richmond, BC, Canada for Bond comminution and leach process.

10.2.1 RPM Comminution Test Results

Standard Bond comminution tests were conducted to determine abrasion index (A_i) for grinding mill consumables calculations, as well as Bond ball mill work index (BBWi) and Bond rod mill work index (BRWi). The results are shown in Table 10-13.

Table 10-13: RPM comminution test work results

	Value	Unit
Abrasion Index	0.272	-
Bond Rod Mill Work Index	16.4	kWh/tonne
Bond Ball Mill Work Index	12.7	kWh/tonne

10.2.2 RPM Gravity Concentration Test Results

Sample ground to target P80 size of 75microns in a Lab Rod Mill. The ground sample was processed using a Knelson concentrator at ~20% solids, 1psi, 120G. The collected Knelson concentrate was upgraded by hand panning. The pan concentrate, pan tails and Knelson tails were assayed. The results are shown in Table 10-14.

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Table 10-14: RPM gravity concentration test results

Products	Weight				Assay				% Distribution
	g		%		Au, g/t		Ag, g/t		Au		Ag
Pan Concentrate		1.653		0.1		437.58		25		32.8		1.0
Pan Tail		53.9		2.7		6.84		5		16.7		6.4
Gravity Rougher Concentrate		55.5		2.8		19.66		6		49.5		7.4
Gravity Rougher Tail		1936.2		97.2		0.575		2		50.5		92.6
Total		1991.7		100.0		1.11		2		100.0		100.0
Measured						1.33		2

10.2.3 RPM Flotation Test Results

Scoping sulfide flotation without gravity pre-concentration was tested on the composite at a range of target grind P₈₀ from 60 to 150 um. The responses of the test samples to the flotation process are summarized in Table 10-15.

Results showed that the test samples responded well to bulk sulfide flotation. Flotation of ground whole-ore could recover 92.3% gold into a sulfide concentrate representing 15.2% feed mass, grading ~8 g/t Au, resulting in 0.12 g/t Au flotation tailings. Figures 10-7 and 10-8 show an increase in recovery with a finer grind size, and increased residence time.

Table 10-15: Summary of flotation tests at RPM at different particle sizes

			Actual		Gold Grade, g/t Au								Gold Recovery, %				Mass Pull
Test No	Target P80 Size (mm)		P80 Size (mm)		Calculated Head		Ro Conc. 1		Total Conc.		Tails		Ro Conc. 1		Total Conc.		%
F1		150		186		1.22		29.09		8.87		0.24		65.3		82.9		11.4
F2		105		100		1.18		28.65		8.90		0.17		75.1		86.9		11.5
F3A		75		72		1.19		20.41		7.15		0.12		82.6		91.5		15.2
F3B		75		72		1.12		22.60		6.91		0.13		81.7		90.3		14.6
F4		60		60		1.31		28.19		8.03		0.12		83.8		92.3		15.1

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Figure 10-7: Gold flotation kinetics

Figure 10-8: Gold flotation recovery vs particle size

Additionally, a 72-hour cyanide leaching test to recover gold and silver on average grade composite at a target grind size P80-75 microns was conducted. The sample was repulped to 40% solids, and during the test the concentration of NaCN was maintained at 1.0g/L and the pH was maintained at 10.5-11.0 using hydrated lime. The sample was sampled at 2, 4, 7, 24, 30, 48, 54 and 72 hours at which point the test was ended. Solution and solids were assayed for Au, Ag content. The results are shown in Table 10-16.

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Table 10-16: Cyanide leach results at P80 target of ~75um

A follow-up test of an average grade composite where the cyanide concentration was increased to 20g/L, and a finer grind to a P80 of ~15um, significantly improved the recovery. The results are shown in Table 10-17.

Table 10-17: Cyanide leach results at P80 target of ~15um

Leach Test

Regrind P80

NaCN

Consumption (kg/t)

Residue

Recovery

No.

µm

g/L

NaCN

NaOH

Au (g/t)

Au (%)

BCF3

16

20.0

17.87

1.00

0.32

96.2

11. Global Mineral Resource Estimates (Includes all resources, Reasonable Prospects For Eventual Economic Extraction (RPEEE) and Initial Assessment (IA) in pit resource)

11.1 General

Extensive diamond and RC drilling programs have been undertaken to test the extent of all deposits and infill, in support of a Mineral Resource Estimate of 9.9 Moz across the Estelle Gold Project, as released to the market on 11 April 2023. This Mineral Resource contains a proportion of Measured and Indicated classified material to support future studies and an eventual Ore Reserve. Future targeted drilling programs are planned to upgrade both the size and confidence of the resource estimate. There have been no changes since the date of this MRE.

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Table 11-1: Global Mineral Resource Statement, Estelle Gold Project – April 2023

Notes:

● The above data has been rounded to the nearest 100,000 tonnes, 0.1g/t gold grade and 1,000 ounces. Errors of summation may occur due to rounding.

● MRE are estimated using cut-off grades at Korbel 0.15g/t and RPM 0.20g/t Au.

Resources were estimated for the Korbel Main, Cathedral and RPM North and South deposits by Multiple Indicator Kriging with block support correction to reflect open pit mining selectivity, a method that has been demonstrated to provide reliable estimates of resources recoverable by open pit mining for a wide range of mineralisation styles.

The estimates are based on information from RC and diamond drilling data supplied by Nova in February and March 2023 and are reported below a triangulation representing natural surface provided by Nova. Nova specified that Matrix were not required to review the reliability of the supplied information or consider the potential for economic extraction of the estimates, with Nova nominating Competent Persons to take responsibility for these aspects of the estimates. With the exception of modifying comparatively few erratic down-hole survey entries and some adjustments to give drill hole collars more consistent with the supplied topographic triangulation, Matrix used the sampling data on an as-supplied basis.

Micromine software was used for data compilation, domain wire framing and coding of composite values and GS3M was used for resource estimation. The resulting estimates were imported into Micromine for resource reporting. The estimation methodology is appropriate for the mineralisation style.

The MIK modelling is based on 3.048 metre (10 foot) down-hole composited gold grades from RC and diamond drilling. The selected composite length represents the dominant sample length. Modelling of each deposit area incorporated a generally low gold grade background domain and between one and three mineralised domains interpreted by Matrix which capture composites with gold grades of generally greater than 0.1 g/t and delineate zones within which the tenor and spatial trends of mineralisation are similar.

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For each deposit, grade continuity was characterised by indicator variograms modelled at 14 indicator thresholds. For determination of variance adjustment factors a variogram was modelled from composite gold grades. The modelled variograms are consistent with geological interpretations and trends shown by composite gold grades.

Class grades used for MIK modelling were derived from class mean grades with the exception of upper bin grades which were generally derived from the class median, class mean excluding a small number of outlier composites or rarely the bin threshold grade.

For each deposit area, the MIK modelling utilised between and three and six progressively relaxed search passes which were selected on the basis of the drill hole spacing and mineralisation trends to inform a reasonably large proportion the mineralised domains while allowing blocks to be estimated by reasonably close data where possible.

The estimates include a variance adjustment to give estimates of recoverable resources above gold cut-off grades for comparatively large-scale open pit mining with selectivity of around 10 by 10 by 5 metres for Korbel and Cathedral and around 5 by 10 by 5 metres for the RPM North and South deposits. The Mineral Resource estimates can be reasonably expected to provide appropriately reliable estimates of potential mining outcomes at the assumed selectivity without application of additional mining dilution or mining recovery factors.

11.2 Korbel Main Modelling

Modelling of the Korbel Main deposit includes a main, northwest trending, sub-vertical mineralised domain and two subsidiary mineralised domains designated as Block C and Block D respectively (Figure 11-1). The Main zone domain trends northwest over around 2.6 kilometres with an average width of around 370 metres. The Block C and D domains have extents of around 140 by 180 and 400 by 370 metres respectively. The modelling also included a surface representing the base of unmineralized overburden interpreted from drill hole geological logging which averages around 7 meters thick.

The estimation dataset comprises 20,126 composites with gold grades ranging from 0.001 g/t to 14.1 g/t and averaging 0.19 g/t.

The block model, which is rotated 40o from north south, aligning model axes with the mineralised trends and drill traverses, comprises panels with dimensions of 50 by 50 by 10 metres One set of indicator variograms modelled from the main domain composites was used for the modelling.

Estimates for mineralisation tested by drilling spaced at around 100 metres, including more some more broadly sampled areas to give a consistent distribution are classified as Indicated. Estimates for more broadly sampled mineralization, extrapolated up to around 120 meters from general drilling areas are classified as Inferred. The estimates extend to around 820 meters depth with around 80% from depths of less than 500 meters.

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Figure 11-1: Plan view map of drillhole traces and modelling domains with Indicated (blue) and Inferred (green) Resource Estimate block model of the Korbel Main gold deposit

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Figure 11-3: Type Section on 1900 line (See Figure 11-1) showing drillholes (grade) and resource block model (grade, category) at Korbel Main.

Table 11-2: Korbel Main Mineral Resource Estimate at various cutoff grades

	Measured				Indicated				Inferred				Total
Cut-off Au g/t		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz
0.10						430	0.25	3.46		790	0.19	4.83		1,220	0.21	8.3
0.15						320	0.30	3.09		480	0.23	3.55		800	0.26	6.6
0.20						230	0.34	2.51		250	0.28	2.25		480	0.31	4.8
0.30						110	0.43	1.52		66	0.40	0.85		176	0.42	2.4
0.40						53	0.54	0.92		23	0.53	0.39		76	0.54	1.3
0.50						26	0.64	0.53		11	0.62	0.22		37	0.63	0.75

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11.3 Cathedral Modelling – Cathedral Resource Not Included in this Report

Modelling of the deposit utilised two steeply west dipping mineralised domains designated as the West and East Domains respectively. The West Domain, which contributes the majority of estimated resources is interpreted over around 780 metres of strike with an average horizontal width of around 340 metres. The East domain, which captures comparatively low average drill hole gold grades trends over around 420 metres of strike with an average width of around 110 metres.

The block model used for MIK modelling comprises 50 by 100 by 40 metre panels. The estimation dataset comprises 1,345 composites with gold grades ranging from 0.00 to 2.72 g/t and averaging 0.21 g/t.

Cathedral drilling includes too few regularly gridded drill holes for reliable variogram modelling and variogram models used for MIK modelling were derived from those used for the Korbel estimates rotated to reflect interpreted Cathedral mineralization trends.

The estimates include a bulk density of 2.65 t/bcm, which is consistent with the density applied to estimates for the Korbel deposit.

All estimates for Cathedral are classified as Inferred reflecting the comparatively broad and irregularly spaced drilling. The estimates are reported below the supplied topographic wireframe and are extrapolated to generally around 120 metres along strike and below drill holes. Estimated panels extend above drill holes to surface, on the basis of rock chips and geological observations of surface exposures reported by Nova, both of which show mineralisation at surface. The estimates extend from surface to around 500 metres depth with around 90% from depths of less than 380 metres.

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Figure 11-4: Plan view map of drillhole traces and modelling domains with Inferred (green) Resource Estimate block model of the Cathedral deposit.

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Figure 11-5: Type Section 6873590mN showing drillholes (grade) and resource block model (grade, category) at Cathedral.

Table 11-3: Cathedral Mineral Resource Estimate at various cutoff grades

	Measured				Indicated				Inferred				Total
Cut-off Au g/t		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz
0.10										310	0.23	2.29		310	0.23	2.3
0.15										240	0.26	2.01		240	0.26	2.0
0.20										160	0.30	1.54		160	0.30	1.5
0.30										60	0.39	0.75		60	0.39	0.75
0.40										23	0.46	0.34		23	0.46	0.34
0.50										3	0.56	0.05		3	0.56	0.05

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11.4 RPM North Modelling

RPM North modelling utilized three, subvertical east-west trending mineralised domains (Figure 11-6) comprising a subsidiary southern domain of comparatively lower gold grades, and a northern domain with an internal core of notably higher composite gold grades.

The northern zone is interpreted over around 550 metres of strike with an average width of around 75 metres, encompassing the high-grade core domain which comprises an ovoid shaped zone around 130 by 60 metres in plan extending to around 250 metres depth. The southern domain trends over around 600 metres of strike averaging approximately 120 meters thick.

The available drilling comprises 30 fan holes from three drill pads, including 21 from the eastern most pad, giving locally closely spaced drilling within the high-grade core domain. The drilling provides an estimation dataset of 3,336 composites with gold grades ranging from 0.0004 to 79.15 g/t and averaging 0.82 g/t.

One set of indicator variograms modelled from the combined northern domain composites was used for the modelling. The block model comprises 20 by 20 by 10 metre panels reflecting the drill spacing for closely drilled portions of the deposit.

The estimates include a bulk density of 2.65 t/bcm, which is consistent with the density applied to estimates for the Korbel deposit.

Estimates for the RPM North deposit area classified as Measured, Indicated and Inferred utilising a set of plan-view polygons outlining areas of relatively consistent drill spacing. These polygons classify estimates tested by drilling spaced to around 25 metres and 50 metres respectively as Measured and Indicated, and estimates for more broadly sampled mineralisation extrapolated to around 120 metres from drilling as Inferred.

Model estimates extend to around 360 metres depth with around 90% from vertical depths of less than 280 metres.

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Figure 11-6: Plan view map of drillhole traces and modelling domains with Measured (red), Indicated (blue), and Inferred (green) Resource Estimate block model of the RPM North deposit.

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Figure 11-7 Type Section 501950mE showing drillholes (grade) and resource block model (grade, category) at RPM North

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Table 11-4: RPM North Mineral Resource Estimate at various cutoff grades

	Measured				Indicated				Inferred				Total
Cut-off Au g/t		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz
0.10		1.6	3.66	0.19		5.8	0.93	0.17		38	0.44	2.29		45	0.62	0.90
0.20		1.4	4.12	0.18		3.3	1.51	0.16		26	0.58	0.48		31	0.83	0.82
0.30		1.3	4.37	0.18		2.1	2.29	0.16		18	0.72	1.54		21	1.09	0.76
0.40		1.3	4.57	0.18		1.8	2.65	0.15		15	0.82	0.75		18	1.27	0.72
0.50		1.2	4.82	0.18		1.7	2.72	0.15		12	0.91	0.05		15	1.44	0.67

11.5 RPM South Modelling

Modelling of the RPM South deposit utilized a steeply southerly dipping mineralised domain interpreted over around 360 metres of strike with an average width of around 170 metres. The available drilling which comprises eight fan holes from a single drill pad provides 870 composites with gold grades ranging from 0.003 to 6.26 g/t and averaging 0.40 g/t. There is too few data for reliable variogram modelling and variograms modelled for RPM North were used for the RPM South estimation.

The MIK modelling utilized 60 by 30 by 15 metre panels and four progressively relaxed search passes. The estimates include a bulk density of 2.65 t/bcm, which is consistent with the density applied to estimates for the Korbel deposit.

All estimates for RPM South are classified as Inferred reflecting the comparatively broad and irregularly spaced drilling. The estimates are reported below the supplied topographic wire-frame and are extrapolated to generally around 120 from drilling. The mineralisation cross cuts a prominent northerly trending ridge, and outcrops at between 1,775 mRL on the western flank of the ridge to around 1,960 mRL around the ridge crest. Model estimates extend to around 400 metres depth with around 90% from depths of less than 250 meters.

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Figure 11-8: Plan view map of drillhole traces and modelling domains with Inferred (green) Resource Estimate block model of the RPM South deposit.

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Figure 11-9: Type Section 502190mE showing drillholes (grade) and resource block model (grade, category) at RPM South

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Table 11-5: RPM South Mineral Resource Estimate at various cutoff grades

	Measured				Indicated				Inferred				Total
Cut-off Au g/t		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz		Tonnes Mt	Grade Au g/t	Au Moz
0.10										42	0.35	0.48		42	0.35	0.48
0.20										31	0.42	0.42		31	0.42	0.42
0.30										21	0.50	0.34		21	0.50	0.34
0.40										14	0.59	0.26		14	0.59	0.26
0.50										8	0.68	0.18		8	0.68	0.18

11.6 In-Pit Mineral Resource

A series of pit shells were generated based on varying gold price input factors for RPM North, RPM South and Korbel Main. Pit optimization was conducted in the Genesis software using the dressed cones method. This algorithm uses the gold grades, and specific gravity combined with the economic inputs to give each block a cost and revenue from the contained gold. The algorithm then uses the engineering parameter to select an optimal order in which the blocks should be mined. Pit shells corresponding to Mineral Resource price of US$1,800/oz Au was selected as the basis for the ultimate pit designs. Outlines of the ultimate pit designs are presented in Figure 11-10 and Figure 11-11 with corresponding pit shell inventories presented in Table 11-6.

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Figure 11-10: RPM North and RPM South mineral resource pit shells vs design pit outlines in the Initial Assessment (IA)

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Figure 11-11: Korbel Main mineral resource pit shell vs design pit outline in the Initial Assessment (IA)

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Table 11-6: Mineral IA resource pit shell inventory

Pit	Ore Tons (kt)		Au Grade (g/t–dil)		Waste Tons (kt)		Total Tons (kt)		Strip Ratio
RPM North		15,634		1.17		85,425		101,060		5.46
RPM South		12,320		0.56		8,360		20,680		0.68
Korbel Main		203,420		0.32		349,185		552,605		1.72

11.7 Mineral IA Resource Pit Shell Inventory

The QP notes that there are portions of the detailed pit designs that vary significantly from the RPM North, RPM South and Korbel Main pit limits suggested by the ultimate pit shell analysis. Overall, this is due to:

● The degree of accuracy that is possible when modeling complex pit slopes and transitions in a pit shell optimization as compared to completing detailed design.

● The pit shell optimization over-smooths the influence of in-pit ramps on overall slope angle.

● The narrower than minimum mining widths that result during pit shell optimization.

● The degree of accuracy that is possible when allowing the pit shell optimization to achieve

The remainder of the Mineral Resource has not been factored in the IA however it has been classified in accordance with the definitions for Mineral Resources in S-K 1300. The Mineral Resources were developed using a computer-based block model based on drill hole assay information and geologic interpretation of the mineralization boundaries Utilizing MIK software. Mineral Resources were estimated using the block model to establish the component of the deposit with reasonable prospects for eventual economic extraction which will be studied at the time of the Preliminary Feasibility Study (PFS).

12. Mineral Reserve Estimates

No ore reserves are calculated or reported for this project.

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13. Mining Methods

ABH Engineering (ABH) were engaged by Nova to undertake mining engineering studies in relation to the Estelle Gold Project. The scope of the works included the collation of input parameters, open pit optimization studies, open pit designs and mine production scheduling.

The resource models utilized in the mining engineering studies were provided by Matrix Resource Consultants. The Block Models for RPM North, RPM South, and Korbel Main deposits were produced in March 2023. Final input parameters containing processing, operating, fixed and mining costs and recovery were arrived at in consultation with Nova, which included base economic, geotechnical, mining and processing parameters required for the study.

The Open Pit Optimization and Mine Design assumptions are based on the conventional truck and shovel mining method. The program generates economic shells based on input parameters consisting of operating costs (mining and processing costs, selling costs), metallurgical recoveries, geological and geotechnical (slope) considerations. The optimal pit shells derived from the open pit optimization were then used to develop open pit mine plans for the deposit. The models supplied were estimated using a multiple indicator kriging estimation process.

The results of this IA represent a snapshot in time to assess the Estelle Gold Project and does not include potential resource extensions within the project area that are currently being investigated. It is expected that the resources will continue to increase and be proved-up beyond the current resource models as drilling programs continue to progress. This upside potential will be included, and provide significant benefit, in the next stage PFS currently underway.

The mine plan was based on mineral resources contained in 3 deposits (Korbel Main, RPM North, and RPM South). The 2Moz Au Inferred resource at Cathedral ins not included in this report.

The RPM North and RPM South deposits are within 800m of each other and are located 27km south of the Korbel Main deposit. A processing plant will be located at the Korbel site.

Extraction of economic mineable resources will be done through a conventional open pit truck and shovel operation. The project is planned to achieve a total ore production of 231 Mt at an average grade of 0.4g/t over the 17+ year Life of Mine. Table 13-1 shows a summary of the LOM in-pit resources from each deposit at economic cut-off grades for each pit listed in the table.

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Table 13-1: In-pit resources at respective cut-offs

Pit	Cut off Grade g/t		Measured	Indicated	Inferred
RPM North	0.25	Ore (t)	1,343,000	2,330,000	11,962,000
		Contained Gold (g)	5,726,000	4,725,000	7,785,000
		Average Au Grade (g/t)	4.26	2.03	0.65
RPM South	0.25	Ore (t)			12,320,000
		Contained Gold (g)			6,898,000
		Average Au Grade (g/t)			0.56
Korbel Main	0.15	Ore (t)		182,277,000	21,143,000
		Contained Gold (g)		59,589,000	5,804,000
		Average Au Grade (g/t)		0.33	0.27

1.	The study mine plan is based on the mineral resource estimate by Matrix Resource Consultants
2.	The cut-off grades of 0.25 and 0.15 g/t assume a gold price of US$1,800/oz; no royalties and a metallurgical recovery of 88.25%
3.	The cut-off grade covers grinding and flotation costs of $7.14/t of processed ore, leaching costs of $16.91/t leached concentrate and G&A costs of $1.30/t of ore
4.	Mining dilution of 10% was applied to the in-situ mineral resources.

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Table 13-2: In-pit resources at cut-offs of 0.25 for RPM North and South, and 0.15 for Korbel Main

 

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The Korbel pit is located in a valley between two mountain ridges. The topography is somewhat steep. The overburden consists of a thin layer of moraine. Removal and storage of overburden will be required, but the amount is minor.

RPM North is located partially the side of the mountain ridge, partially in a valley. There is some overburden on parts of the deposit consisting of moraines, other parts consist of rock outcrops. Some removal and storage of overburden will be required.

RPM South is located on a mountain ridge, with mineralization outcropping on the surface with little to no overburden. No stripping and removal of overburden will be required.

Both overburden, waste and mineralized material for all deposits and pits will be handled by similar equipment fleets consisting of CAT 6040 hydraulic shovels with 22m3 bucket capacities paired with 20 Caterpillar 785 haul trucks with nominal capacity of 139 tonnes. Material transportation to the Korbel mill from the two RPM pits will be done over a 55km long single-lane haul road built to accommodate the CAT 785 haul trucks. The road will include pull-offs every 300m and haul trucks will be equipped with radios and a dispatch system.

The pits and pit shells were modelled separately for each deposit, and the mining schedules for each deposit were combined to create the combined mining schedule.

13.1 Geotechnical Parameters

No geotechnical tests were done on the material.

13.2 Hydrogeological Parameters

A hydrogeological assessment of the open pits and waste dump/stockpile foundations has not been done for any of the deposits. A hydrogeological study should be integrated with geotechnical investigations of the pits, stockpiles waste dumps and tailings facilities as part of the PFS.

13.3 Pit Design

13.3.1 Key Design Criteria

The following inputs were used for mine planning and design:

● The resource models are based on the MIK model provided by the geologist

● The smallest mining unit (SMU) for mining selectivity within the MIK model is 10m x 10m x 5m

● The Korbel Main resource model used a panel size of 50 x 50 x 10m

● The RPM North resource model uses a panel size of 20 x 10 x 10m

● The RPM South resource model uses a panel size of 60 x 30 x 15m

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● The resource models contain the specific gravities and resource classifications, average mineralized gold grade for the panel, mineralized gold grades at various cutoffs and percentage of panel tonnages meeting the SMU requirements for the various cutoffs

● Measured, indicated, and inferred class mineral resource estimates are included in pit optimizations and mill feed estimates

● Stockpiles, waste piles, haul roads and other infrastructure were planned to minimize land and water body disturbance

13.3.2 Cut-Off Grades

The economic cut-off grades used for pit design vary between the three deposits. The economic cut-off grade for the RPM South and RPM North deposits is chosen as the grade required to pay for processing, transportation to the mill, and G&A costs. The mill cut-off grade for the Korbel Main deposit is chosen as the grade required to pay for ore sorting, subsequent processing and G&A costs. The reduced processing costs for Korbel Main reflect the average mass rejected by the sorters. An average sorter recovery was also used. The cut-off grade calculations use the inputs shown below in Table 13-3 as the inputs.

Table 13-3: Cutoff grades and economic inputs used as a basis for the cutoff grades

Deposit	Item	Value		Unit
	Gold Price		1,800		$/oz
RPM North & South	Process Recovery at Cut-off		88.2		%
	Process Costs		9.8		$/t ore
	G&A Costs		1.3		$/t ore
Economic Cut-off			0.22		g/t
	Gold Price		1,800		$/oz
	Process Recovery at Cut-off		88.2		%
Korbel Main	Sorter Recovery		86.1		%
	Sorter Costs		0.73		$/t ore
	Process Costs		4.5		$/t ore
	G&A Costs		1.3		$/t ore
Economic Cut-off			0.13		g/t

A cut-off grade of 0.25g/t was chosen for the initial mine modelling of RPM North and South, and a cut-off grade of 0.15g/t was chosen for the initial mine modelling of Korbel Main.

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13.3.3 Dilution

A 10% mining dilution factor was applied to account for mixing of ore and waste during the mining process.

13.3.4 Pit Slopes

A geotechnical assessment has not yet been completed for the Korbel and RPM deposit areas. To determine the safe slope angles for the pit, benchmarks consisting of nearby properties, research data, internal data were used. An overall slope angle of 45 degrees and a bench face angle of 60 degrees has been selected for all the deposits and is deemed sufficient for the preliminary design.

13.3.5 Pit Optimization

Pit optimization was conducted in the Genesis software using the dressed cones method. This algorithm uses the gold grades, and specific gravity combined with the economic inputs to give each block a cost and revenue from the contained gold. The algorithm then uses the engineering parameter to select an optimal order in which the blocks should be mined.

The pit shells were generated from the ordering of the blocks based on the cumulative economics of all the blocks that must be mined prior to the final block. The pit shell which offers the highest non-discounted cashflow for the contained blocks was chosen and used as a basis for further planning, scheduling, stockpiling, equipment selection and financial modelling.

These economics are only preliminary in nature and were applied for comparative purposes to assist in the creation of an optimum pit shell for further mine design and do not reflect the actual financial results of the mine plan.

A separate pit optimization algorithm was run for each deposit to create an optimized pit shell to suit the unique economic and engineering parameters of each deposit.

Table 13-4 shows the pit optimization inputs for the three deposits.

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Table 13-4: Genesis Pit Optimization Inputs

Item	Value		Unit
RPM North and South
Mining Cost		1.80		$/t
Satellite Ore Haulage Cost		4.40		$/t
Processing Cost		9.80		$/t
G & A Cost		1.30		$/t
Processing Recovery		88.20		%
Korbel Main
Mining Cost		1.80		$/t
Average Sorter Mass Pull		44.60		%
Processing Cost		4.40		$/t
Sorting Costs		0.73		$/t
G & A Cost		1.30		$/t
Processing Recovery		88.20		%
Average Sorter Recovery		86.10		%

13.3.6 Mine Roads

Haul roads in-pit and ex-pit around the main Korbel mill were designed to accommodate two-way traffic for the Cat 785 haul trucks. The two-lane haul road width will be 25m with a maximum 10% grade for in-pit haul roads, and 8% for ex-pit haul roads. The operating width of a Cat 785 haul truck is 7.1m, with the two-way road being 3.5 times more than the operating width of a truck meeting the requirements for haul road widths for two-way traffic. Traffic will mostly consist of CAT 785 haul trucks in combination with light support equipment. The roads will be rarely used by the wider CAT 6040 shovels. When the shovels need the roads to be relocated, they will be the only equipment on them during such time. Maximum speed on the in pit haul roads will be 35km/h.

The haul road between the RPM North and South, and the Korbel Mill is designed to accommodate one-way traffic for the Cat 785 haul trucks to minimize construction costs and land disturbance. The haul road width will be 14.5m with a maximum 8% grade. Haul truck synchronization will be done with the assistance of dispatch software and continuous radio contact between drivers. This road will be in operation from the pre-production year until the end of year 3. Figure 13-1 shows the proposed haul road between RPM deposits and Korbel Mill. Figure 13-2 shows the layout of the haul roads and infrastructure at RPM, and figure 13-3 shows the layout of the haul roads and infrastructure at Korbel. Maximum speed on the RPM – Korbel road will be 45km/h on flat sections.

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Figure 13-1: Haul Road between RPM and Korbel

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Figure 13-2: Layout of Pits and Infrastructure at RPM

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Figure 13-3: Layout of Pit and the Estelle central processing infrastructure at Korbel

13.3.7 Pit Production

A conventional truck-and-shovel open pit operation will be utilized.

Drilling and blasting will be performed utilizing Epiroc DM45 Rotary Drills and Caterpillar 903D Compact Wheel Loader.

The waste, overburden and ore handling will be done by CAT 6040 or equivalent hydraulic shovels. The shovels will be paired with CAT 785 haul trucks which will transfer the material to the appropriate locations: ore to the mill, waste material and overburden to the waste and overburden dumps, and stockpile material to the stockpiles.

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Movement of material from RPM North and RPM South to the Korbel mill 27km to the north will be done by the same CAT 785 haul trucks that are loaded in the pit at RPM North and RPM South. The length of distance travelled by the trucks will be 55km one-way.

13.4 Mine Production Schedule

The production schedule by year and phase is shown in Table 13-5. Mining operations will initially start with the RPM North pit, focusing on the high-grade measured classification of material. The Korbel Main pit will begin mining in year two. RPM North and Korbel Main will be mined concurrently until year 9 when RPM North has reached the ultimate pit limits. Starting in year 2, RPM North is planned to be mined over the summer months. RPM South will be mined in it’s entirety in year 10. This scheduling approach ensures that each of the first 4 years of operation meet an inferred resource percentage of less than 30%, while utilizing mining equipment capacity to the fullest for stockpiling of the lower grade material and conducting pre-stripping for later years. Some pre-stripping will be done over 3 months in the pre-production year.

Custom stockpiles will be implemented where each section of the stockpile represents a planned year in which each block that is mined is stockpiled according to the year it is planned to be processed. This results in the stockpile being subdivided into 16 sections. This approach results in an optimum stockpile to maximize the NPV.

Pit operations will run for a total of 17 years to the ultimate pit shells are reached. This will be followed by less than one year of stockpile feed to the mill.

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Table 13-5: Production schedule by year and pit

 

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Figure 13-4: Production schedule by year

The mining schedule was generated by year and pit phase based on the optimized order in which the blocks are mined. The following parameters were used to generate the schedule:

● Mill feed rate: 6,350,000 tpa

● Mine operating days/year: 365

● Mine operating shifts/day: 2

● Mine operating hours/shift: 12

● Maximum of 30% inferred resources in the first 3 years.

● Utilizing maximum mining equipment capacity of 39.5Mtpa of mine ore and waste.

● Panels are mined in sequence based on the optimized order of mining

● Ore produced over the mill capacity is stockpiled.

● Stockpiles are used to feed the mill whenever the ore production does not meet mill capacity, with the panels that are headed to the stockpile based on the year that it is most economic to process that panel

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13.5 Mine Operation

The pit will be managed and operated by the owner. Mine rock will be drilled and blasted on 10m benches. Double benches will be used wherever possible.

Dilution has been accounted for all deposits, but will have little impact for ore originating from Korbel, as that material will be sent through the ore sorters which are an effective method of grade control.

A powder factor of 0.28 kg/t will be used in the resource material and waste rock for all deposits.

Blasting will be done by the owner and operator. Bulk blasting materials will be stored on site at a dedicated location consisting of silos for ANFO and delivered as required. An on-site magazine is planned. The magazines and explosive facility will be located at the Korbel deposit, and explosives will be delivered for blasting of the RPM deposits as needed.

Ore will be transported from the pit to the mill via CAT 785 haul trucks. This includes the distance from Korbel to the mill, and from RPM North and South to the Korbel mill. Waste will be transported to the respective waste dumps via CAT 785 haul trucks. Waste from Korbel will be used to reinforce the tailings dam, and will be transported via CAT 785 haul trucks.

Mining operations are based on 365 days/year, two 12-hour shifts per day.

The number of personnel required at the Estelle property is estimated at 52 persons on the mine site and 68 persons at the mill per shift, two shifts per day. A total of 120 persons per shift or 240 persons is required.

13.6 Stockpiles

Mined ore from the pit will either be delivered straight to the primary crusher at the processing plant or be sent to the customized stockpile. The stockpiles are located next to the Korbel mill, and will be used to store material from the Korbel and RPM deposits. In those years when the mining schedule exceed the amount of ore that the mill can be fed, the excess lowest-grade mineralized material will be stockpiled, with each panel directed to a separate location within the stockpile by year it is most economic to process. The stockpiles will be subdivided into a total of 16 sections, with each section corresponding to the year when the material will be pulled from the stockpile and processed. Table 16-6 gives the stockpile retrieval and deposition schedule.

Table 13-6: Stockpile retrieval and deposition schedule

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The stockpile is at maximum tonnage in year 12 at 47 million tonnes. The stockpiled material is planned to be re-handled back to the primary crusher during the mine life.

Only stockpiled material from Korbel will be sorted, with stockpiled material from RPM bypassing the sorters as direct mill feed.

13.7 Waste Rock and Topsoil Facilities

Storage facilities are planned for all waste materials from the open pits including waste rock and topsoil.

The following design parameters were considered:

● 45 degree slopes for waste rock dumps

● 25 degree slopes for topsoil storage

● Placed density of 2.1 for waste rock

● Waste piles for material coming from the RPM deposits to be located as close to the RPM pits as feasible

● Waste pile for material coming from the Korbel deposit to be used as tailings dam reinforcement and construction material.

● Waste rock for Korbel ores sorter rejects will be stored in the same pile as the run of mine waste material coming from Korbel

It is assumed that the waste rock is non-acid generating, and segregation of different rock types was not planned.

Two waste rock dumps are planned, one near RPM North for material originating from RPM North, one that is being used as tailings dam reinforcement at Korbel for material originating from Korbel Main.

For material originating from RPM South: as mining of RPM South will commence once mining of RPM North has finished, RPM North pit will be partially backfilled by the waste rock from RPM South. Waste rock originating from RPM South, which will commence in the later years, will be partially back filled into the RPM North pit.

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Table 13-7 below gives the details of waste storage facilities.

Table 13-7: Details of waste storage facilities

RPM North	Waste Tonnage	85,425,712.00	tonnes
	Waste Volume	40,678,910.48	m3
	Disposal Location	RPM North Pit Dump
	Tonnage to Location	78,000,000.00	tonnes
RPM South	Waste Tonnage	8,360,430.00	tonnes
	Waste Volume	3,981,157.14	m3
	Disposal Location	In RPM North Pit
	Tonnage to Location	8,360,430.00	tonnes
Korbel Main	Waste Tonnage (including sorter rejected material)	472,068,964.00	tonnes
	Waste Volume	224,794,744.76	m3
	Disposal Locations	Korbel TSF
	Tonnage to Location	472,068,964.00	tonnes

13.8 Hydrology

Storm water flowing from the west and north of the Korbel Main pit, in addition to waters from Portage Creek have the potential to impact the mining operations. RPM South is located on the crest of a ridge, and water inflows into the pit are expected to be minimal. RPM North is located on the side of a ridge, and water inflows are expected to be moderate. The methods for handling of storm water are examined in Section 18.3 of this report.

13.9 Mining Equipment

The chosen mining equipment is based on typical surface equipment fleets operated by open pits in North America. A conventional truck and shovel open pit mining method will be employed. The equipment selected was based on a target yearly mill feed rate of 6,350,000tpa, with some excess capacity to be used for creation of stockpiles and pre-stripping. The long haul distance from RPM to Korbel requires extra mining trucks as opposed to an operation running at RPM.

A partial fleet replacement will be done in year 10. As both RPM deposits will finish mining by then, the fleet replacement will require fewer trucks.

An equipment list is shown in Table 13-8. An equipment list of the partial fleet replacement in year 10 is shown in table 13-9.

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Table 13-8: Initial mining equipment list

Equipment	Model Name	Cost per Unit		# Units		Total Cost
Excavator Primary	CAT 6040	$	5,350,000		2	$	10,700,000
FEL Primary	CAT 992K Wheel Loader	$	2,215,000		1	$	2,215,000
Haul Truck Primary	CAT 785 Off Highway Truck	$	2,550,000		20	$	51,000,000
Dozer Primary	Caterpillar D10T2 Track Dozer	$	1,400,000		3	$	4,200,000
Grader	Caterpillar 18M Motor Grader	$	1,200,000		3	$	3,600,000
Water Truck	Caterpillar 777 Water Truck	$	575,000		2	$	1,150,000
Rubber Tired Dozer	Caterpillar 844 Wheel Dozer	$	1,200,000		2	$	2,400,000
Backhoe	Caterpillar 320 Medium Excavator	$	500,000		1	$	500,000
Blasthole Drill	Epiroc DM45 Rotary Drill	$	825,000		3	$	2,475,000
Pre-Split Drill	Epiroc FlexiROC D50	$	400,000		1	$	400,000
Stemming Loader	Caterpillar 903D Compact Wheel Loader	$	80,000		1	$	80,000
Transport/Lowboy		$	500,000		1	$	500,000
Lube & Fuel Truck		$	120,000		2	$	240,000
Service Truck		$	60,000		3	$	180,000
Light Vehicles		$	30,000		20	$	600,000
Heavy Crane		$	450,000		1	$	450,000
Light Crane		$	300,000		1	$	300,000
Light Plant		$	6,000		20	$	120,000
Total						$	81,110,000

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Table 13-9: Year 10 partial fleet replacement equipment list

Equipment	Model	Cost Per Unit		# Units		Total Cost
Excavator Primary	CAT 6040	$	5,350,000		2	$	10,700,000
Haul Truck Primary	CAT 785 Off Highway Truck	$	2,550,000		14	$	35,700,000
Dozer Primary	Caterpillar D10T2 Track Dozer	$	1,400,000		2	$	2,800,000
Blasthole Drill	Epiroc DM45 Rotary Drill	$	825,000		3	$	2,475,000
Pre-Split Drill	Epiroc FlexiROC D50	$	400,000		1	$	400,000
Stemming Loader	Caterpillar 903D Compact Wheel Loader	$	80,000		1	$	80,000
Total						$	52,155,000

14. Process and Recovery Methods

14.1 Plant Design

14.1.1 Primary Crushing Circuit

The primary crushing circuit is designed for an annual capacity of 18.9 Mt per year. The expectant operating hours of the primary crusher is 6570 hours per year calculated with an availability of 75%.

Material will be delivered from the pit to the primary crusher via an apron feeder that feeds the crusher at a rate of 2800 t/h. The crushed material will be discharged to a conveyor which will feed into a double-deck screen with the fines (<12.5mm) either being stockpiled or sent to the processing circuit. The coarse material (> 75mm) from the screen will be re-circulated into a cone crusher and the middlings (>12.5mm, < 75mm) will go to the mineral sorting circuit by passing through a surge bin.

14.1.2 Particle Sorting

Particle sorting is the process of separating valuable rocks from waste rocks. In this project, it is applied during the early stages of the mineral beneficiation process – after the primary crushing circuit and initial screening, to bypass the fines. This reduces the amount of material being fed to the ore sorting circuit, which decreases ore sorter size, and leads to increased ore sorting accuracy, resulting in an increase in profit. The rejection of coarse waste material before milling reduces mill size, material handling requirements, overall operational expenses, and tailing production.

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In particle sorting, each individual rock is classified as valuable or waste using real-time online sensors. The sensor data is quickly analysed allowing individual particles to be sorted by Au concentrations, removing ore uneconomical to process. Typically, a crushing and wet screening stage is required to prepare size-bound (3:1 top size to bottom size ratio) material with a clean surface for particle sorting. The sorting process requires a feeding system which presents a monolayer of spaced particles for sensing. Once the value of each rock is analysed using the sensing algorithm, the waste rocks are removed from the system through a physical diversion mechanism. The max throughput of a single particle sorting system for this project is limited to approximately 120 tonnes per hour.

Figure 14-1: Standard Tomra XRT particle sorter

In the Project an XRT sorting is used, utilizing an electric X-Ray tube which can handle high-tonnage feeds. It uses a dual energy imaging source to identify waste from ore based on the specific atomic density of the material. During XRT scans, rocks are subjected to high-energy X-Rays, allowing the sensor to capture image data (Figure 14-2). The X-Ray image data is dependent on the atomic density and material thickness, providing information regarding the internal composition of the tested sample. The XRT images are processed using TOMRA’s proprietary image analysis software which estimates the percentage area of high- or low-density pixels depending on the changes in X-ray intensity passing through the rock. The high-density areas are correlated with the sensor’s response. The test details and results are provided in the bench-scale test report provided by TOMRA.

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Figure 14-2: XRT sensor system

The mineral sorting circuit will consist of ten XRT particle sorting systems working in parallel. The material from the primary crushing circuit will report to a surge bin, where it will be split and fed into the ten particle sorting systems. The sorting systems classify material as either ore or waste and divert it to their respective conveyors. The particle sorting systems over the life of mine is expected on average to accept 23.3% of feed mass into the ore stream bound for the mill and grinding circuit. Only material originating from Korbel will be sorted, either ROM or from Stockpiles. In this Project, the processing plant will operate without sorting systems for the first 2 years, with the sorters being incorporated in year 3.

14.1.3 Grinding Circuit

An HPGR (See Error! Reference source not found.) was considered as a replacement for a SAG mill for this project. Although it has more up-front costs than a SAG mill, it is more energy efficient and resultant savings cover the increase in capital costs for this project. An HPGR requires less power per unit processed, the trade-off study resulted in increased savings from power conservation.

The accepts of the particle sorter will be combined with the previous fines bypass and will go into the HPGR surge bin which will feed the HPGR. The HPGR is designed for an annual capacity of 6.35 million tonnes per annum. The average HPGR feed will have a P80 of 25.1 mm. The product of HPGR will have a P80 of 3500 µm. The HPGR product will convey into a ball mill followed by cyclones in a closed circuit. The ball mill will be fed by HPGR product and cyclone underflow. The cyclone overflow will be 75 µm and will report to the flotation circuit.

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Figure 14-3: HPGR crusher

14.1.4 Flotation Circuit

Ore from the cyclones will feed into a 16 m³ pre-flotation conditioning tank with a residence time of 14 minutes. From the conditioning tank the ore will feed into four 300 m³ rougher flotation cells. The flotation circuit will require the addition of 150 g/t copper sulphate, 120 g/t PAX, and 46 g/t of MIBC.

Concentrate will be collected and sent to the concentrate cyclones where the underflow of >22 µm will be recirculated through an IsaMill, and the overflow will report to the leach circuit. Flotation tailings will report to the flotation tailings thickener. The thickener is sized to a diameter of 24 m and will require flocculant addition. It will have a target underflow density of 55% solids.

14.1.5 Thickening, Leaching, and Carbon-In-Pulp Circuits

Cyclone overflow at a P₈₀ of 22 µm, will flow onto a vibrating trash screen for removal of trash material. Oversize material from the trash screen will discharge into a trash bin, while screen undersize will flow by gravity to a 12 m diameter conventional pre-leach thickener. Flocculant solution will be added to the thickener feed to enhance the settling of fine solids. The thickener will increase the slurry density to 45% solids. The thickener overflow will flow by gravity to a process water tank to be utilized in the grinding circuit as make-up water, while the underflow will be pumped to an agitated pre-aeration tank prior to flowing to the leach circuit. Oxygen will be sparged into the bottom of the agitated tank and the slurry will be conditioned to oxidize sulphide minerals.

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The oxidized slurry will flow to the leach circuit consisting of four 9.8 m diameter by 9.8 m height agitated tanks, where cyanide and lime are added. The pre-aeration tank will have the same dimensions as the leach tanks. The leach circuit is designed to provide 24 hours of retention time. Sodium cyanide and sodium hydroxide solutions with concentrations of 45 kg/t and 0.44 kg/t respectively, will be added to the agitated leach tanks. The latter is added to maintain the system alkalinity at a pH of 11.0, preventing the formation of hydrogen cyanide gas. Compressed oxygen will be sparged into the bottom of each tank using gas diffusers to optimize the gold leaching rate. Slurry from the leach circuit will then flow by gravity to the Carbon-In-Pulp (CIP) circuit for carbon adsorption.

Leached slurry from the leach circuit will be directed to the first of six 5.5 m diameter by 7 m high CIP tanks. In the CIP circuit, dissolved gold is adsorbed onto activated carbon from the leach slurry in the CIP tanks. Each tank will be installed with an agitator and an inter-stage screen pumpcell for retaining activated carbon in the tank and to allow slurry discharge to the next tank. The average carbon concentration in the CIP circuit is expected to be approximately 50 g/L to maximize adsorption. As slurry moves from one tank to another, the metal values present in the solution will gradually decrease. Carbon will proceed countercurrent to slurry flow to maximize gold recovery. Regenerated carbon containing the highest adsorption capabilities will be directed into the last CIP tank, interacting with slurry containing lowest gold concentration. With this arrangement, loaded carbon with the least adsorption ability will end up in the first CIP tank, interacting with slurry containing the highest gold concentration. Loaded carbon from the first CIP tank will be transferred to the loaded carbon screen once a day. Here, the slurry will be separated with the carbon transferred to the acid wash circuit. Separated slurry will subsequently flow by gravity back to the first CIP tank. Fresh activated carbon, together with regenerated carbon from the regeneration circuit will be transferred into the last CIP tank.

The slurry tailings stream from the CIP circuit will flow by gravity onto the carbon safety screen, where escaped carbon particles from the CIP circuit will be captured. Captured carbon particles will be collected in bins and sold or disposed of depending on the contained gold value. Screen undersize will gravitate to the tailing’s thickener for dewatering prior to the cyanide destruction circuit.

14.1.6 Acid Wash

Loaded carbon from the CIP circuit will gravitate to a 1 tonne capacity acid wash column. A circulating 3% hydrochloric acid (HCl) solution will be used to treat the loaded carbon to remove contaminants such as calcium, magnesium, and other salt deposits that would otherwise reduce the efficiency of elution. This step also helps in reducing the risk of carbon fouling during the regeneration or thermal reactivation process downstream. Organic foulants such as fats and oils are unaffected by the acid and will be eliminated in the regeneration process using an electric kiln.

In the acid wash stage, carbon will be foremostly rinsed with fresh water. Entrained water will be drained from the column and HCl acid will then be pumped from the acid wash circulation tank to the acid wash column, from the bottom up, and overflow back into the circulation tank. The carbon will then be rinsed with fresh water to displace the acid and any residual mineral impurities after which the washed carbon will then be transferred to the elution column for carbon stripping.

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14.1.7 Carbon Stripping (Elution)

The carbon stripping (elution) process will strip the loaded carbon by utilizing barren strip solution, resulting in a pregnant gold solution. This pregnant solution will be pumped through the electrowinning cells for precious metal recovery and circulated back to the barren solution tank for reuse in the strip column.

The strip column will be made of carbon steel with a capacity to hold approximately five tons of carbon. A solution comprising 1% sodium hydroxide (NaOH) and 0.1% sodium cyanide (NaCN) concentrations is pumped upwards through the strip column at a high temperature and pressure of 140^oC and 450 kPa respectively during the strip cycle. Solution exiting the top of the vessel is cooled below its boiling point by the heat recovery heat exchanger; the heat from the outgoing hot pregnant solution being transferred to the incoming cold barren solution. This will be done prior to the barren solution being heated further by the solution heater. The primary heating source will be an electric boiler. From the elution column, the carbon will be transferred to the kiln for regeneration.

14.1.8 Carbon Regeneration

The carbon regeneration process thermally reactivates the carbon pores in a kiln and removes any organic fouling agents such as fats and oils. To make up for any lost carbon during the adsorption-desorption cycle, fresh activated carbon is continuously added as needed.

Prior to being fed to the kiln, the stripped carbon from the elution column is first transferred to the kiln feed dewatering screen. This dewatering screen doubles as a carbon sizing screen to remove fine carbon particles. Oversize carbon from the screen gravitates to the carbon regeneration kiln feed hopper while undersize carbon will gravity discharge into the carbon fines tank for subsequent filtration and disposal. The screen oversize carbon from the feed hopper is fed into the regeneration kiln where four tons of carbon is treated per day. This is equivalent to 100% regeneration of stripped carbon. Carbon discharging from the kiln will flow by gravity into the carbon quench tank, where it is cooled in water, prior to being pumped back to the CIP circuit.

As required, fresh carbon, along with fresh water for carbon activation, will be added to the carbon attrition tank to make up for loss of attritted carbon. The fresh carbon will then be transferred to the quench tank together with the regenerated carbon back to the CIP circuit.

14.1.9 Electrowinning and Refining

Strip circuit pregnant solution reports to the refinery for electrowinning to produce a gold sludge. The sludge will then undergo a process of filtration, drying and refining in a furnace to produce gold doré bars.

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Pregnant strip solution will be pumped through electrowinning cells with stainless steel mesh cathodes. Gold will be deposited on the cathodes and the resulting barren solution will flow by gravity back into the barren solution tank for reuse or transferred to the leach circuit. Using high pressure water, the gold-rich sludge will then be periodically washed off the stainless-steel cathodes in the electrowinning cells into the sludge holding tank. Upon getting filled, the tank’s containment, which is the sludge, will be drained, filtered, dried, and then melted with flux in an induction furnace to produce gold doré. The electrowinning and refining process will be conducted in a highly secured and supervised environment. The gold doré bars will be stored while awaiting sale and shipment.

14.1.10 Cyanide Destruction

Process plant tailings from the tailings thickener and process spills within contained areas will be detoxified to a weak acid dissociable cyanide of low concentration. This will be done prior to deposition in the tailings management facility (TMF).

The cyanide destruction circuit will consist of two mechanically agitated tanks. The process used for cyanide destruction will be the SO₂/Air process. The treated slurry from this circuit will report to a final tailings tank prior to being pumped to the TMF. Process air will be sparged from the tank bottom area under the agitator impeller. If required, lime slurry will be added to maintain an optimum pH where copper sulphate (CuSO₄) will be added as catalyst. Liquid SO₂ will be added as sodium metabisulphite (SMBS).

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14.2 Flow Sheet of Plant Processes – Material Originating from RPM

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14.3 Flow Sheet of Plant Processes – Material Originating from Korbel

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14.4 Equipment Throughputs and Recoveries

The throughputs of each of the equipment throughout the processing circuit was estimated by utilizing ABH’s past project experience and scaled to match the requirements of this project. The 3 main phases of throughput in the PEA level are the ore to the primary crushing, the material sent to the ore sorter, the material processed to float, the resultant of the float that needs leaching (See Table 14-1). The numbers shown are estimates and will be expanded on in further studies.

Table 14-1: Equipment throughputs and quantities

Equipment	Quantity		Designed Max Throughput (tpa)
Primary Gyratory Crusher		1		18.90 Mt
Secondary Cone Crusher		1		~2.84 Mt
Ore Sorter		14		14.90 Mt
HPGR		1		6.35 Mt
Ball Mill		1		6.35 Mt
Pre-Flotation Cyclone Cluster		1		6.35 Mt
Conditioning Tank		1		6.35 Mt
Flotation Cells		4		6.35 Mt
Isa Mill		1		~0.806 Mt
Post-Flotation Cyclone Cluster		1		0.806 Mt
Pre-Leach Thickener		1		0.806 Mt
Leach Tanks		4		0.806 Mt

Based on metallurgical test work flotation recovery is expected to be 95.4% recovery from leaching and CIP circuits is expected to result in a recovery of 92.5%. The recoveries from Grade Control by particle sorting are heavily dependent on the grade of the material being fed into the ore sorting circuit, which is dynamic on a year-by-year basis. The average percentage of gold rejected in the form of low-grade tonnages by the ore sorters LOM is 11.5% of total contained gold in the ore.

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15. Infrastructure

15.1 Roads and Access

A new access road (the proposed West Susitna Access Road) of approximately 146 km leading to the project site will be constructed, its usage will be primarily for transportation of construction materials, equipment, and ongoing operations supplies. This road will meet the American standard as defined by the Government of Alaska. The road will require a width of approximately 8-9 m and maximum gradient of 10% constructed with compacted road base. The access road will cross several shallow rivers and will require construction of bridges. Road construction is planned to be conducted by the Government of Alaska with access being provided on a toll basis. Money has been set aside for tolls for a government-upgraded road.

The access road connects to the onsite roads, which include haul roads, process plant roads, and service roads associated with the facilities on the Project site. The onsite roads will be all-weather unpaved gravel roads that would require dust suppression in the dry months. Haul roads would be designed to accommodate the largest trucks planned. A haul road connecting the Korbel mill with the RMP deposits will need to be constructed. Details on haul roads are given in Section 16.

The Estelle site will have external pit haul roads and service roads (not including the all-weather site access road). Service roads will be used for smaller vehicles (i.e., light trucks) to access ancillary infrastructure such as the airstrip, a storage facility, and camp site. In general, site roads will be constructed with embankment fills using material from earthwork activities or from open pit waste material. The thicknesses of the roadbed material will be appropriate for existing ground conditions.

West Susitna Access Road Progresses to Permitting

An independent economic study prepared for the Alaska Industrial Development and Export Authority (AIDEA), and fully supported by the Alaska State Governor, recommends the West Sustina Access Road begins the permitting process with construction proposed to start in 2025.

AIDEA has submitted the CWA 404 permit application to the USACE for the West Susitna Access project, initiating the environmental review process through compliance with the National Environmental Policy Act. Field studies will begin this summer with further evaluation of cultural and historical sites, fish and wildlife habitat, engineering refinement, and alternative route analysis. (Figure 15-1).

Alaska Governor, Mike Dunleavy, who fully supports the roads construction said “The West Susitna Road is important for local residents and gaining fair access to hunting, fishing, and potential jobs.

My administration is constantly looking at ways to grow our economy and this project is a great opportunity for not only south-central Alaska but the entire state. I am committed to this project and unlocking resources that benefit all Alaskans.”

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Construction of the road will scientifically decrease the capital and operating cost of a future mine at Estelle thereby allowing the Mineral Resource cut-off grade to be lowered to the Fort Knox and Dublin Gulch cut-off level.

For the full press release see below

https://www.aidea.org/Portals/0/PressReleases/3-21-2023%20West%20Susitna%20Access%20Project%20Announcement%20Press%20Release%20Final.pdf

Figure 15-1: Proposed West Susitna Access Road

15.2 Rail, Port, and Airport Facilities

The closest rail facilities are in Talkeetna. The rail lines stretch north to Fairbanks and south to Seward through Anchorage. The Alaska Railroad is 470 miles long and currently does not connect to the rest of the continent. However, A2A Rail has a proposed railway expansion to connect Alaska to Alberta. A master agreement between A2A Rail and Alaska Railroad has been finalized but the project is still in the early stages. The Port Mackenzie rail extension is under construction and will stretch north 32 miles connecting to the Alaska Railroad.

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The nearest port facility to the Estelle site is Port Mackenzie located approximately 185 km to the south-east. It is capable of accommodating barges at the 550-foot barge dock and Panamax and Cape Class Vessels at the deep draft dock. The Port of Alaska in Anchorage is located 5 km south across the bay from Port Mackenzie (Figure 15-2). It has direct, intermodal connections to road and rail. It is equipped with 4 ship berths dredged to minus-35 feet mean lower low water, three general cargo terminals and 2 petroleum product terminals. There is no limit to maximum ship length or breadth.

Figure 15-2: Ports in proximity to Anchorage

The nearest airstrip to the Estelle site is the Whiskey Bravo airstrip, located 15 km east from the property.

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15.3 Water Management

15.3.1 Fresh Water and Potable Water Supply

Water is plentiful in the region; fresh water supply can be sourced from multiple running rivers and lakes. The climate is moist and precipitation abundant. Most of the water used in the processing plant can be reclaimed from the tailings pond. Due to the abundant precipitation in the region, the reclaimed water will be sufficient in quantity for the mill. To maintain high recoveries, some make up water will be required for the mill. Clean water including potable water may be sourced from Portage Creek as required. The creek will require diversion as it currently runs through the location of the proposed Korbel pit.

The flow rate of the creek was not measured, but it is estimated that the creek is more than sufficient to meet the 314 m³/h of water required for the processing plant in addition to the potable water requirements. Measurements of creek flow quantities will need to be conducted in further studies. Other sources of water may be considered in further studies. Water permitting has not been investigated and would be required to ensure pipelines infrastructure could be established. Geological surveys of the surrounding area are recommended before a proper estimate is completed. The site itself is just east of the Cook Inlet Basin, which is the largest watershed in Alaska which should provide an ample amount of alternative surface water sources.

15.3.2 Water Management Infrastructure

Due to the presence of calcific veins within both the Korbel and RPM deposits, the waste rock and tailings are assumed to not be acid generating. Further test work and acid base accounting will need to be done.

Runoff from the site, waste rock dumps, and tailings dam seepage including all mine contact water will need to be collected and treated before being discharged.

Riprap armored ditches will need to be constructed around the site to divert rain and meltwater. The water going into the perimeter ditches is not mining effected and will not need to be treated. The water from internal ditches is mine contact water and will need to be treated or used within the process.

Portage creek flows from the north-west through the area of the future location of the Korbel pit. Some of the water from this creek will be used as clean water in the process. The rest will need to be diverted around the pit and processing plant. Due to the topography of the region, diversion of portage creek will require the construction of a pumping station, and pumping water up and around Korbel pit. Piping for pumping of the water will be lain past the northernmost pit extents

Ditches with rip rap armoring located along the western perimeter of the pit will carry any collected runoff towards the portage creek pumping station. Ditches located along the north, south and east perimeter of the pit will collect and carry the runoff around the pit and discharge into downstream portage creek along with the diverted water from upstream of portage creek.

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All of the ditches and water diversion infrastructure is designed for a 100-year 24-hour storm event and are sized accordingly. The pumping station is designed around 8 ^m3/s of flow, The northern perimeter ditch around the pit and mill are designed around 1.3 m³/s of flow, it is trapezoidal shaped with dimensions of 0.5 m deep, 3 m wide at the top and slopes of 2:1. Internal ditches are designed around 1m³/s of flow, V-shaped and sized at 0.5 m deep, 2 m wide and slopes of 2:1.

Further water diversion infrastructure will be built around the tailings storage facility, and will are designed around 2.2 m³/s of flow. The ditches will be trapezoidal shaped, 0.75m deep, 3.5 m wide at the top and slopes of 2:1. A collection ditch at the bottom of the tailings dam/waste pile will collect any seepage from the tailings pond, as well as any runoff from the waste pile.

15.3.3 Water Balance

A projected water balance was created for determining processing water requirements and is shown in Figure 15-3. At a mill size of 6,350,000 tpa, the processing plant will require 530 m³/h of water to be reclaimed from the tailings pond, and 209 m³/h of freshwater input. A further 105 m³/h of fresh water will be used for other purposes: dust suppression, drinking water, fire suppression systems, etc.

Due to the high influx of rain and meltwater into the tailings pond, there may be enough to dilute the tailings pond enough as to allow the processing plant to not require additional clean water without impacting recoveries. If the tailings water is dilute enough, then entire 759 m³/h of water required by the processing plant can be reclaimed from the tailings pond. Tests will need to be done to determine the sufficient dilution ratio that does not impact the plant recoveries. 105 m³/h of clean water will still be required for other uses.

For the purposes of this trade-off study, dilution of the reclaim water was not considered and so the processing plant will require 530 m³/h (12,720 m³/day) of water to be reclaimed from the tailings pond, and 209 m³/h of clean water.

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Figure 15-3: Water balance of the Estelle central plant circuit

For potable water, 200 L of water per person per day for drinking, washing, and other domestic uses is recommended. Considering the current manpower requirements of 240 people living on-site at any given time, the potable water treatment plant will need to be sized to provide at least 48 m³/day and are included in the 105 m³/h of fresh water. This amount of water can be further reduced by re-using mine contact water for purposes of dust suppression.

15.3.4 Tailings Pond Water Balance

The proposed tailings pond has an estimated catchment area of 10km². With expected yearly precipitation of 420 mm, this results in an average yearly water input into the tailings pond of 4,200,000 m³ (average 64,600 m³/day) if water is not diverted around it. Diversion of water around the perimeter of the tailings pond to reduce the water influx into the TSF will require the construction of 8km of ditches around the perimeter. With water diversion, the expected yearly water input into the tailings pond as result of precipitation will 756,000 m³/year (average 11,600 m³/day).

Due to the location being underlain by a thin layer of glacial material on top of bedrock, almost all the precipitation will enter the tailings facility via runoff. Little groundwater seepage is expected unless a fault or shear zone are discovered in the bedrock.

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The tailings pond is sitting in a valley bound on 3 sides with bedrock. The bottom of the valley consists of a thin veneer of moraine and glacial till. Water seeping from the dam will be collected at the foot of the dam. Unless the bedrock contains significant faults and fractures, it is expected that no un-diverted/uncontrolled seepage into groundwater to be non-existent. Further investigation into the hydrology of the area is warranted.

Process water that is discharged into the tailings pond makes up 18,216 m³/day. 12,720 m³/day will be reclaimed and sent back to the processing plant.

If water is not diverted around the perimeter of the tailings pond, then the tailings pond will need to discharge an average of 70,000 m³ of water per day to maintain constant water levels, all of which will require treatment prior to discharge into the environment. If water is diverted around the perimeter, the diverted water is not mine-affected and can be discharged without requiring treatment. If water is diverted, then the tailings pond will need to discharge an average of 13,200 m³ of water per day to maintain constant water levels in the tailings pond.

15.4 Stockpiles

Stockpiles will be located next to the Korbel Processing plant and will be subdivided into 16 sections according to year that the stockpile material will be accessed

15.5 Processing Plant

All plant site and infrastructure buildings and structures will be built and constructed to all applicable codes and regulations. The plant will be designed to comply with the requirements of the International Cyanide Management Code (ICMC). The process plant will be equipped with samplers and a metallurgical assay lab will be on site equipped to provide the required analysis of samples.

The process infrastructure will accommodate the following circuits:

● Primary crushing station

● Mineral sorting circuit composed of an on-conveyor bulk sorter, secondary crusher, and XRT particle sorters

● Grinding circuit consisting of

○	Cone Crusher
○	HPGR
○	Ball mill
○	Hydrocyclone cluster

● Flotation circuit and fine grinding

● Thickening, leaching, and CIP circuit

● Acid wash

● Carbon stripping

● Carbon regeneration

● Electrowinning and refining

● Cyanide destruction circuit

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15.6 Buildings and Yards

Structures will be of modular, pre-fabricated construction placed on precast block concrete foundations where possible.

Structures and facilities to be installed on site include:

● Administration

● Laboratory

● Warehouse

● Maintenance Shop

● Fuel storage

● ANFO storage and explosives magazine

● Processing plant

● Electrowinning plant and vault

● Water treatment plant

The administrative building will contain offices, meeting rooms, lunchroom, washrooms, men’s and women’s dry, lockers, a first-aid area and showers.

The assay lab will be located in a structure attached to the processing plant.

The warehouse and maintenance shop will be located east of the processing plant. A laydown and storage area has been reserved next to the warehouse.

The water treatment plant will be located at the foot of the tailings dam/waste rock dump.

15.7 Tailings and Waste Disposal

The design of the TSFs and associated water management facilities has accounted for the following:

● No geosynthetic lining of the bottom of the facility to limit seepage

● Staged development of the facility over the life of the Project

● Flexibility to accommodate additional tailings if the resource increases, and

● The increased seismic risks for dam design

● Control, collection, and removal of water from the facility during operations for recycle as process water to the maximum practical extent and discharge to the environment as needed along with water treatment if needed.

The tailings will be a conventional TSF where the tailings are stored behind an embankment. A valley 1.2km north-east of the proposed mill location was chosen for the TSF. The valley is also located downhill from the mill and pit which will reduce pumping and construction material hauling costs.

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The tailings embankment will be a cross-valley downstream type construction in combination with a waste rock pile. This combined construction method takes advantage of the waste rock that is normally generated to construct and reinforce the tailings dam, adding little to the cost that is normally associated with handling of overburden and waste material.

The dam will initially use a 2.5:1 downstream slope.

To fit the 57.1 Mm³ of tailings, the downstream dam at the base case location will need to be 150 m high at its highest point. The dam width will be 840 m at the end of mine life and will require 110,000 m³ of material for construction of the core, and 19.5 Mm³ of material for the dam itself. However much more material will be stored in front of the dam acting as reinforcement and as a waste pile: 224 Mm³ of material.

There is sufficient waste rock being stripped from Korbel pit to allow for the construction of the dam. Further reinforcement of the dam structure will be provided by the waste rock piles placed at the foot of the dam produced from Korbel pit run of mine waste and from the ore sorter rejected material.

Water diversion and treatment facilities are given in more detail in section 15.3.2.

15.8 Power

The electrical demand site-wide is estimated to be 26.2 MW. Breakdown of the power demands can be seen in Table 18-1. The site will be powered from the grid which sources most of its power from hydroelectric dams.

Table 15-1: Estimated power draw of main components

	Operating Load		Annual Power Consumption		Total Annual Cost
Equipment	MW		MWh/y		$USD
Crushing & Sorting Circuit		3.18		27,900	$	4,743,000
HPGR & Ball Mill Circuit		13.74		120,400	$	20,468,000
Floatation Circuit		1.20		10,600	$	1,802,000
Fine Grinding		1.62		14,200	$	2,414,000
Leaching Circuit		0.24		2,200	$	374,000
Site Infrastructure		2.74		24,100	$	4,097,000
TOTAL inc. 15% factor		26.2		229,512	$	39,017,040

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The power requirement has been broken down to the individual portions of the circuits within the processing plant. This was done due to the significant power draw required in each circuit and the remaining site infrastructure including offices, control rooms, and the tailings management facility (TMF). A final factor of 15% is applied in anticipation of peak loads and surges for the process load, however the power lines should be rated for a total of 40 MW to ensure total connected load is met.

The power was calculated using two main methods.

Simulation/First Principles - Individual equipment items were selected to fit the design throughput entering each process within the processing plant, with a maximum feed tonnage to the sorters of 14.9 Mtpa and of 6.35 Mtpa to the mill. The item design and power draw are sourced from Metso and Tomra, in the primary, secondary and tertiary crushing circuits.

Benchmarking - the flotation circuit and other site infrastructure was estimated through benchmarks from industry standards. Site infrastructure includes the tailings management facility (TMF).

A power substation will be built to step down the voltage to 660V.

The Study assumes power for the Project is obtained from power transmission lines which would feed into the State electricity grid, and the assumption has been made that the electricity supplier would provide the transmission lines to the Project site given the long length of the contemplated power purchase agreement.

16. Market Studies

16.1 Gold Market and Price

There is a steady demand of gold from numerous buyers as it is a freely traded precious metal commodity on the world market. Therefore, gold forms a semi-predictable trend in market demand. Gold produced from Estelle can be sold to a variety of gold bullion dealers or smelters at spot prices on a competitive basis. There are numerous available gold purchasers both locally and internationally. Gold production from the Estelle Gold Project is likely to be sold on the spot market through marketing experts retained by or on behalf of Nova.

Nova expects that terms contained within any refining and sales contracts to be entered into would be typical of, and consistent with, standard industry practices. These contracts would be competitive to alternative contracts for the supply of gold (bullion and doré) elsewhere in the world.

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16.1.1 Commodity Price Projections

Precious metal markets are highly liquid and readily sold on open markets around the world. The price of gold used in the economic analysis to estimate the project revenue in this technical report is US$ 1,800/oz. This estimate is to account for fluctuations with the gold price over the next 11 years. This price closely aligns with the three-year trailing average gold price of US$ 1821.25 as of March 2023 (Goldprice, 2023). The market trends over the last 3 years are shown in Figure 16-1.

Figure 16-1: Gold price 3 year trend (Goldprice.org)

The 10-year price fluctuations are shown in Figure 16-2. With the rise of demand for gold in the recent decade, the predictive price of gold at $1,800/oz is considered a reasonable estimate by the authors.

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Figure 16-2: Gold price 10 year trend (Goldprice.org)

16.2 Contracts

There are no mining, concentrating, smelting, refining, transportation, handling, sales and hedging, forward sales contracts, or agreements currently in place for the Project that are relevant to this Technical Report. This situation is typical of a project that is still several years away from production.

17. Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups

17.1 Introduction

This section outlines the environmental permitting requirements that apply to the Estelle Project (“The Project”) including the mine site and mine access road. It also describes the baseline environmental studies necessary to address the permitting requirements. Finally, it assesses some of the potential social and community issues involving the Project.

17.2 Environmental Assessment

This section outlines the major environmental resources in the Project area, gives a summary of any environmental baseline data collection done to date, and describes the work necessary to collect the remaining data necessary for permitting and National Environmental Policy Act (NEPA) analysis.

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17.2.1 Wetlands

A complete delineation of the wetlands types in the Project area will be necessary to obtain the US Army Corps of Engineers (ACOE) permit under Section 404 of the Clean Water Act (wetlands permit). This is a critical authorization, as it is the only major federal authorization necessary for this Project and will trigger the NEPA review. A detailed field mapping program will be required.

17.2.2 Hydrology and Water Quality

Along with geochemistry, hydrologic information is crucial for permitting and mine design. The project will begin gathering this information as soon as practical. Gathering this information has three components.

1.	Hiring a mining-experienced hydrologist who will work with the project through mine design, the EIS process, and mine permitting.
2.	Establishing surface water sites for flowrate and water quality information. While streamflow data is gathered when water quality samples are taken, the project should establish a few streamflow sites with continuous monitoring equipment. Assuming personnel are on-site during the winter, the flowrate monitoring should continue through the winter. Water quality samples should be collected, initially, 3-4 times per year.
3.	Drilling hydrologic monitoring wells for aquifer delineation, transmissivity, and groundwater quality. Initially, at least one well should be located in the deposit area. Others will likely be needed to develop a hydrologic model or understanding of groundwater flow in the deposit area. As sites are identified for the tailings facility, one or more wells should initially be drilled in those locations as well.

17.2.3 Air Quality

The major issue with respect to air quality is expected to be control of fugitive dust. The Alaska Department of Environmental Conservation (DEC) requires a year of baseline meteorological data before applying for a minor air permit or a Prevention of Significant Deterioration (PSD) permit. A PSD permit also requires data on background air pollutants in the area. In addition to the year of baseline data collection, modelling and permit preparation can require another six months, and DEC can require roughly a year to process a PSD application. The air quality information required for DEC should be adequate for the NEPA submission.

17.2.4 Aquatic Resources

The Project has initiated an aquatic baseline data collection program in anticipation of project planning and environmental evaluation. Data collection was designed to establish baseline conditions of aquatic communities and water quality while quantifying natural variability of both, and to evaluate the overall health and productivity of the drainage. The sampling program includes the establishment of long-term biomonitoring sites and aerial and ground-based fish surveys. The goal of the aquatic baseline study is to collect data to support the NEPA evaluation and ADFG Fish Habitat Permit review and issuance.

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According to ADFG’s Anadromous Fish Stream Catalogue, Portage Creek downstream from the deposit is used by King salmon for rearing. The catalogue also shows that the Skwentna River is used by King, Coho, and Sockeye salmon.

The waters close to the Project that are currently listed in the Catalogue are Portage Creek and Skwentna River, although our aquatic baseline program may result in additional waterbodies being listed in the Catalogue. A fish habitat permit will be required for any activity, such as a water withdrawal, in Portage Creek, or any other waterbodies where anadromous fish are discovered.

17.2.5 Wildlife

Though the Project may not be in a particularly sensitive area for wildlife, the impact of the Project on wildlife may be an important issue because of commercial and non-commercial big game hunting activity in the area, and some reliance on subsistence resources by residents. In addition, according to USFWS maps, the Project, there are no critical or endangered species habitat within or adjacent to the project area. However, wildlife information will be required to understand the project’s impact on Avian, large mammal, and subsistence resources. This information will be necessary for the required consultations with the USFWS and will be critical to ensure that the Project complies with the Endangered Species Act, Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act. Project construction activities will be required to comply with timing restrictions for vegetation clearing during migration and nesting activities.

17.2.6 Cultural Resources

It is unknown whether there was significant, historic use of the area by Native peoples, or sites of other historic importance. The extent of cultural resources analysis will depend on the state and federal determination of whether there is a high potential for on-the-ground archaeological resources within the Project footprint.

17.2.7 Noise

The Project is located in a remote part of the state, characterized by relatively low ambient sound levels. Noise impacts from the operating mine are not anticipated for any nearby communities.

17.2.8 Land Use and Recreation

The mine area is on lands owned by the State of Alaska and managed by the Alaska Department of Natural Resources (DNR). Lands surrounding the project area are primarily owned by the State, with small parcels of privately owned recreational properties scattered throughout the region. There are no Federal lands within the Project area.

The mine-area itself is classified for Minerals in the DNR’s land-use plan for the area. Subunit R-07 in the Susitna Matanuska Area plan has the primary designation of Minerals. This designation indicates that DNR expects mineral development but indicates it should be managed in a manner that minimizes harm to anadromous streams with riparian buffers, avoid moose winter concentration areas, and protect the Iditarod Trail.

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17.2.9 Life Cycle Assessment (LCA)

The environmental impacts of a particular product or service and the drivers of those impacts can be conducted via LCA. The large area along the life cycle of a product, or service where emissions are remarkable can identify. LCA helps to reduce the environmental impacts such as GHG emissions, energy, air quality, water consumption and water quality indicators of those products and services.

17.3 Environmental Authorizations and Permits

This section provides a list of the authorizations that will be required for the construction and operation of the Estelle Mine.

17.3.1 Existing Permits and Authorizations

The Project currently holds the following authorizations and permits under the Alaska Permit for Mining Activities (APMA) system which are valid through 2027:

● Miscellaneous Land use Permit #3042, which authorizes hard rock exploration activities on the Project site. This permit is issued by the Alaska Department of Natural Resources (DNR) Mining Section.

● Temporary Water Use Authorization, which authorizes water removal from surface waterbodies for exploration activities. This authorization is issued by DNR’s Water Section.

● Fish Habitat Permit (and/or fish Passage Permit, which authorizes activities in fish-bearing waters, primarily for water withdrawal structures. This authorization is issued by ADFG’s Habitat Division.

● Camp Permit, which authorizes the exploration camp. This permit is issued by DEC’s Division of Environmental Health, Food Safety and Sanitation Program.

17.3.2 DNR Plan of Operations, Reclamation Plan Approval, and Mill Site Lease

These three authorizations are DNR’s major authorizations for operation of the mine. The authorizations have considerable overlap.

The Plan of Operations approval balances the applicant’s right to extract the minerals with the mine’s effect on public resources. DNR has the authority under the plan of operations to stipulate changes in the design and operation of the mine to protect public resources. Subunit R-07 in the Susitna Matanuska Area plan has the primary designation of Minerals. This designation indicates that DNR expects mineral development but indicates it should be managed in a manner that minimizes harm to anadromous streams with riparian buffers, avoid moose winter concentration areas, and protect the Iditarod Trail.

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The Reclamation Plan provides DNR authority to review operations to ensure that they comply with state’s law, AS 27.19.20: “A mining operation shall be conducted in a manner that prevents unnecessary and undue degradation of land and water resources and the mining operation shall be reclaimed as contemporaneously as practical with the mining operation to leave the site in a stable condition.” For hard rock mines, implementing DNR’s authority under the law typically requires them to review the mine’s plan of operations.

The law, AS 27.19.040, directs DNR to require a Reclamation Bond: “an individual financial assurance in an amount not to exceed an amount reasonably necessary to ensure the faithful performance of the requirements of the approved reclamation plan.” The bonding requirement overlaps DEC’s authority to require financial assurance under their waste management plan.

A mill site lease provides a surface authorization for mine facilities that are not located on the upland mining lease or mining claim. The mine facilities will be located on mining claims, as is typical of mining projects in the State. Therefore, a mill site lease is not required. A mill site lease requires an annual lease payment equal to the fair market value of the land.

17.3.3 Reclamation Bond

The Reclamation Bond is required by DNR under their Reclamation Plan and Dam Safety authorities, and by DEC under the authority of the solid waste permit.

Financial assurance is necessary to reclaim the site and to complete post-mining water quality treatment, water quality monitoring, and site maintenance. DNR typically administers the bond. The size of the bond is usually driven by any required water quality treatment. If post-mining water quality treatment is required, the issue will be the annual cost and the length of time such treatment will need to be continued.

17.3.4 DEC Air Quality Permit

The construction, modification, and operation of mining facilities that produce air contaminant emissions require a state Air Quality Control Permit to Construct, and a separate Air Quality Control Permit to Operate. Generally, air quality must be maintained at the lowest practical concentrations of contaminants specified in the Ambient Air Quality Standards of 18 AAC 50.020(a).

DEC requires a minor air permit for ambient air emissions above certain thresholds. If the modeling shows that the total emissions and changes in air quality are above the threshold that requires a permit but below certain other standards, the minor air permit will require best management practices for equipment, and facilities (such as maintenance of the road and methods to minimize dust from operations). If emissions are above these standards, a much more complicated Prevention of Significant Deterioration (PSD) permit is required.

One of the minimum thresholds for a minor air quality permit is the presence of a crusher with the rated capacity of more than 5 tons/hr, therefore an air quality permit will be required.

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Air permit processing is typically independent of the NEPA schedule and other permits. DEC will not allow construction of the mill to begin before the air permit is issued.

The air permit requires roughly a year for acquiring the baseline data, and roughly 18 months to two years to prepare the permit application and for DEC to process the permit.

17.3.5 DEC APDES Permit

DEC authorizes effluent discharges under its Alaska Pollutant Discharge Elimination System Permit (commonly called APDES Permit). DEC requires characterization of the discharge and receiving water. The characterization requires water quality and flowrate information.

To comply with regulations, the baseline environmental studies will include hydrologic studies, and presence and identification of fish in the receiving waters.

17.3.6 DEC Solid Waste Management Permit

The major issue with respect to the tailings and waste rock is the potential for acid rock drainage and metals leaching. Geochemistry and hydrologic investigations will be required before DEC issues these permits.

A solid waste permit is required for the tailings facility. DEC has the authority under the Solid Waste Permit to require financial assurance from the company. This requirement overlaps DNR’s authority to require a reclamation bond under its reclamation authorities, and a dam maintenance bond under its Dam Safety Program. DNR and DEC jointly determine the bond and DNR typically administers the bond.

DEC also has the authority but not the mandate to require a solid waste permit for the placement of waste rock. DEC typically only requires a solid waste permit for waste rock if the rock has the potential to generate acid rock drainage or significant metals leaching. If these do not occur, DEC may determine that DNR’s Plan of Authorization approval provides adequate oversight for the waste rock placement.

DEC also requires a solid waste permit for the disposal of inert wastes from construction, ash from incineration, etc.

17.3.7 U.S. Army Corps of Engineers Wetlands Permit

The U.S. Army Corps of Engineers (ACOE) permit under Section 404 of the Clean Water Act requires an authorization (wetlands permit) before allowing discharge of fill into waters of the United States, including wetlands. The wetlands permit is expected to be the only major federal permit for the Project. Activities that may require a wetlands permit include road or bridge construction, construction of dams for tailings or water storage, and stream diversion structures. The ACOE is responsible for determining consistency of the proposed action with Clean Water Act, Section 404 guidelines. Under Section 404(c), the EPA has review authority over the ACOE 404 permit decisions.

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The ACOE provides detailed methodology for identification of wetlands under federal jurisdiction. DEC must certify that the ACOE permit meets state water quality standards.

Over the last decade, the ACOE also requires mitigation for wetlands affected during mine development, even if the reclamation plan will restore the wetlands after mining. Mitigation is proportional to the wetland disturbance area. The ACOE uses a hierarchy of mitigation strategies, beginning with restoring affected wetlands, then on to repairing nearby wetland impacts or enhancing low-functioning wetlands, then to monetary compensation.

17.3.8 Right-of-way

The access road to the site is planned to be constructed and operated by the state, with a toll paid to the state. Part of the access road may be made available for public use, except for the final 10 to 20km which will require a right-of way.

17.3.9 DNR Water Right or Temporary Water Use Authorization

A water right or temporary water use authorization from DNR is required before taking a significant amount of water. DNR conditions those permits to protect other water right holders, other water users, or the presence of fish habitat; none of which is likely to be a problem for the Project. A water right is a long-term or permanent property right to the water. A temporary water use authorization is for a use of less than 5 years. Typically, a mine will require water rights for their permanent use of water, such as for processing, and temporary authorizations for some other uses, such as road building or other construction uses.

A significant amount of water is defined in regulation (11 AAC 93.970) as more than 5,000 gallons per day from a single source; recurring use of more than 500 gallons per day for more than 10 days per year from a single source, or the non-consumptive use of more than 30,000 gallons of water per day from a single source, or any water use that might adversely affect the water rights of other appropriators or the public interest.

17.3.10 DNR Materials Sale

Most sand and gravel for building the road will presumably be taken from the nearby state land. Material from the road right-of-way and from the mining claims may be used on the mining claims or road without a sale without payment. Material from outside mining claims and outside the right-of-way require a materials sale and payment to DNR. A material sale on state land requires public notice.

17.3.11 DNR Mining Lease

A mining lease consolidates mining claims into a single lease. It is not a permit or authorization; it differs from the authorizations in this report in that it only consolidates the private property rights of the multiple mining claims into a single legal vehicle – the mining lease. It does not change the underlying property right. A mining lease requires public notice.

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17.3.12 DEC Stormwater Plan

The Clean Water Act requires control of stormwater. A mine (or exploration site) is required to have a stormwater plan to control the discharge of stormwater. Stormwater includes runoff from roads, and other locations within the mine that are not a part of the active mine area and should not have mine leachate or other chemicals. Water from adits, tailings piles, mine areas, etc. is classified as process water and may only be discharged under the APDES discharge program (described in section 20.3.5). Stormwater plan has less stringent requirements than does an APDES permit. DEC administers the program under the supervision of the US Environmental Protection Agency (EPA). These plans are not publicly noticed, but DEC may review the proposed stormwater plan and may inspect the facility for compliance with an approved plan.

17.3.13 ADFG Fish Passage Permits

The ADFG issues fish passage permits under AS 16.05.841 for work within the ordinary high-water mark of fish streams that are not listed in ADFG’s Anadromous Fish Stream Catalogue. The criterion for the permit is to ensure that the work does not block fish passage. For road crossings the agency will require some basic hydrologic information to assure that a bridge or culvert is appropriately sized.

ADFG also requires a fish habitat permit for any activity in waters that are listed in the Anadromous Fish Stream Catalogue (AS 16.05.871). The waters close to the Project that are currently listed in the Catalogue are Portage Creek and Skwentna River, although our aquatic baseline program may result in additional waterbodies being listed in the Catalogue. A fish habitat permit will be required for any activity, such as a water withdrawal, in Portage Creek, or any other waterbodies where anadromous fish are discovered. An examination of Portage Creek upstream and downstream of the project site will be required.

17.3.14 NOAA Fisheries Essential Fish Habitat

The National Oceanic and Atmospheric Administration Fisheries agency (NOAA Fisheries), under authority of the Magnuson-Stevens Act, may require that federal agencies condition their permits to protect essential fish habitat. The Act requires cooperation among NOAA Fisheries and other federal agencies to protect, conserve, and enhance “essential fish habitat”. Congress defined essential fish habitat for federally managed fish species as “those waters and substrate necessary to fish for spawning, breeding, feeding, or growth to maturity.” NOAA Fisheries does the essential fish habitat consultation as a part of a federal permit evaluation. Thus, NOAA-recommended stipulations would be applied to the ACOE wetland permit.

17.3.15 FWS Bald Eagle Protection Act; Migratory Bird Treaty; and Threatened and Endangered Species Act

The US Fish and Wildlife Service (FWS), under authority of the federal Bald Eagle Protection Act, will require identification of eagle nest, roost, and perch trees.

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Under authority of various migratory bird treaties, the FWS may advise federal agencies to condition their permits to ensure that a project is consistent with various treaties concerning migratory birds.

Finally, the FWS has authority over certain threatened and endangered species. FWS mapping shows that there are no threatened or endangered species within the project area.

Like the NOAA Fisheries Essential Fish Habitat, a separate authorization is not required. However, the federal agencies have the authority to require conditions on the ACOE wetlands permit. These consultations occur as a part of the NEPA process, and the information generated for the NEPA analysis should be adequate.

17.3.16 U.S. Army Corps or DNR Cultural Resources

The cultural resource analysis will be required for ground disturbance that could damage archaeological artifacts. The state and federal governments have overlapping jurisdiction over protection of cultural resources. For activities authorized by the state, it is the State Historic Preservation Office (SHPO) within DNR’s Division of Parks and Outdoor Recreation. Because a wetlands permit will be required, the lead federal agency is the ACOE. The ACOE will coordinate evaluation of cultural resources with SHPO. The agencies will require a cultural resources analysis and possibly an on-the-ground survey if they determine there is a likelihood of historic or pre-historic cultural resources affected by the Project.

U.S. Army Corps of Engineers; National Historic Preservation Act

Section 106 of the National Historic Preservation Act requires review of any project funded, licensed, permitted, or assisted by the federal government for impact on significant historic properties. The agencies must allow the SHPO and the Advisory Council on Historic Preservation, a federal agency, to comment on a project. Following that review, the ACOE has the authority to require stipulations on federal permits, generally the Wetlands Permit, to protect cultural resources. The stipulation may require that an applicant protect the physical integrity of the cultural resource, or that the applicant ensure that the information from the cultural resources is gathered before an effect takes place, or that another means is used for protection. If there were no wetlands permit, there would be no ACOE jurisdiction over this issue and the cultural resources would be regulated by the state.

State Historic Preservation Act

The Alaska Historic Preservation Act, AS 41.35, contains a provision similar to Section 106, which mandates that any project with state involvement be reviewed in a similar manner. It gives the SHPO similar jurisdiction to the ACOE for state permits.

Through the permit review process, SHPO staff work with federal and state agencies during the early stages of project planning to protect cultural resources. They do this by providing information on the location of known sites and information from cultural resources surveys previously done in an area.

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The state mitigation required under the Cultural Resources authorizations will most likely be applied to the DNR Plan of Operations. The state mitigation should satisfy both state and federal governments. However, it is possible that some mitigation may be applied to the Corps of Engineers Wetlands Permit.

17.3.17 Other DEC Wastewater Permits

DEC must authorize the discharge of wastewater into or upon all waters and land surfaces of the state. Any discharge for which an APDES permit is not required (such as a land application of mine wastewater) will require a separate permit from DEC.

17.3.18 DNR Dam Safety Permit

Dam safety permits can be technically complex and will be required for a tailings storage dam.

DNR’s Division of Mining, Land and Water must issue a “Certificate of Approval to Construct” and a separate “Certificate of Approval to Operate” a dam. These authorizations are required for dams that are greater than 10 feet higher and hold back more than 50 acre-feet of water; any dam more than 20 feet high; or any dam that the department determines may pose a threat to lives or property. These certifications involve a detailed engineering review of the dam’s design and operation.

The background information is the same needed for a competent dam design: relevant hydrology and geotechnical information. Public notice is not required. Application for this authorization may be made during the EIS processing period or after the major permits are signed, but typically the dam designs are reviewed concurrently with DEC’s waste management permit and DNR’s Plan of Operations Approval.

17.3.19 Alaska’s Large Mine Permitting Process

Federal requirements under the National Environmental Policy Act (NEPA) provide the structure for Alaska’s Large Mine Permit Process. This section outlines the NEPA procedures and expected schedule as they likely apply to the Project.

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17.3.20 NEPA Overview: EA or EIS

The National Environmental Policy Act (NEPA) requires federal agencies to incorporate environmental considerations into decision-making. All major federal actions require a NEPA analysis, and the wetlands permit from the U.S. Army Corps of Engineers (ACOE) constitutes a major federal action under the law. Consequently, Estelle will require a NEPA analysis: either an Environmental Assessment (EA) or the Environmental Impact Statement (EIS).¹

An EA must determine whether the Project, including the mine, road, and mill, would significantly affect the environment. If the answer is “no”, the agency issues a “Finding of No Significant Impact (FONSI)”. The FONSI may address measures that an agency will take to mitigate potentially significant impacts. If, on the other hand, the EA determines that the environmental consequences of a proposed federal undertaking may be significant, an EIS is prepared.

Most hard-rock mines in Alaska have required an EIS: Red Dog Mine, Greens Creek Mine, Pogo Mine, and Kensington Mine. The Nixon Fork, and Rock Creek mines were authorized under an EA. The Illinois Creek Gold Mine and the True North Gold Mine did not require any significant federal permit, (no wetlands) and consequently there was no major federal action and no NEPA analysis. The decision whether to require an EA or EIS will be made by the lead federal agency (likely the ACOE) after permit applications are submitted.

Both an EA and an EIS will require public notice, typically two rounds of public notice. The first round is for scoping (identifying issues specific to that Project for analysis by the EA/EIS), and the second on the draft document.

Lead Agency. The lead federal agency prepares the NEPA analysis, EA or EIS, usually using a 3rd-party NEPA contractor, paid for by the applicant. Since the ACOE is the only federal agency with permit authority in the Project, it will be the lead federal agency – the agency that supervises the NEPA analysis and makes the decision about whether an EA or EIS is required.

Cooperating Agencies. A federal, state, tribal or local agency having special expertise with respect to an environmental issue or jurisdiction by law may be a “cooperating agency” in the NEPA process. A cooperating agency has the responsibility to assist the lead agency by participating in the NEPA process at the earliest possible time; by participating in the scoping process; in developing information and preparing environmental analyses including portions of the environmental impact statement concerning which the cooperating agency has special expertise; and in making available staff support at the lead agency’s request to enhance the lead agency’s interdisciplinary capabilities.

The EPA and the State of Alaska are usually cooperating agencies in hard-rock mine project EISs and would likely serve in this role for the Estelle NEPA process. More and more, the FWS has been a cooperating agency in Alaska EISs, and there is a high likelihood that they will be cooperators here as well.

¹ Technically, there is a third category of environmental analysis in addition to an EA or EIS. There are small-scale activities which qualify for a categorical exclusion from NEPA analysis. Estelle will not qualify for a categorical exclusion, and so this category is ignored in this report.

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In recent years, the lead federal agency has typically invited potentially affected tribal governments to be cooperating agencies. Recent efforts indicate that the ACOE may instead consult with the tribes separately, but not integrate them into the process as cooperating agencies.

The State of Alaska is particularly critical cooperating agency. The State’s participation is coordinated by DNR’s Office of Project Management and Permitting (OPMP), who will represent all the relevant state agencies during the process.

State Agency Process. Alaska state agencies use the Alaska Large Mine Permitting Process (LMPP) to work with the federal agencies and to issue state decisions on a mine. LMPP is voluntary process, paid for by the applicant, and is run by DNR’s OPMP. The process has significant advantages, and every hard-rock mine project in Alaska has used it. Using the LMPP for mine permitting, rather than relying solely on individual permit staff will ultimately decrease permitting costs by making the overall permitting process more efficient.

Once the applicant begins the process, OPMP assigns a project coordinator and creates a permitting team with members from all of the pertinent state agencies. Frequently, federal agencies use the LMPP to coordinate their involvement as well. The ACOE is familiar and supportive of the state process. Other federal agencies that may use the process include the FWS, NOAA Fisheries, and EPA. Also, the project coordinator works with the applicant to coordinate the public process, and so the public can go to one point-of-contact for the Project.

The advantage of Alaska’s LMPP is that it is more efficient for the agencies, the public, and the applicant. This is especially true for a project with a significant public process component, with significant technical issues, and one involving an EIS. The advantages for a company are:

● There is a lead state official who is responsible to the company for an efficient process. If there is a problem, this official is responsible to see that it is solved;

● The team approach should minimize contradictory direction from different agencies;

● The team approach should minimize overlapping data requirements — one data program should satisfy all team members;

● By using the team to work through mine design questions, it minimizes negative interactions between mine design and permitting; and

● The public has a single point-of-contact: the project coordinator.

For projects involving an EIS, there is often another advantage as well. The federal EIS team frequently involves people who do not know Alaska. A LMPP project team has enough respected expertise to help ensure that odd or impractical ideas are eliminated quickly without derailing the process. The LMPP project team provides an avenue to help control rumors that can otherwise become “officially sanctioned” by repetition from un-knowledgeable agencies.

NEPA Schedule. With a good quality application based on adequate environmental baseline data, an EA can frequently be completed within a year. Hard-rock mine EIS processes in Alaska have taken significantly longer than that. Pogo required 3-1/2 years from the time of application (i.e., excluding the time to collect baseline environmental information); the Kensington Supplemental EIS required just more than three years from the time of the application to the Record of Decision.

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Permitting Schedule. The ACOE must complete the EA or EIS before it can issue its Section 404 wetlands permit (the only major federal authorization necessary for the Project). The ACOE must wait at least 30 days after finalizing the EA or EIS before it can first issue its Record of Decision, and then issue the wetlands permit. For planning purposes, 120 days should be budgeted for issuance of the wetlands permit after the EA or EIS is finalized.

A major focus of Alaska’s LMPP is to coordinate the processes for all the state permits so that they can be issued concurrently with, or as soon as possible after, the completion of either the EA or the EIS. It is expected that all state authorizations should be issued prior to, or concurrently with, the federal wetlands permit.

17.4 Closure and Reclamation

At the end of mine life, the mine will be closed and reclaimed in accordance with state laws and regulations. The primary authorities that set closure requirements are 1) DNR Reclamation Plan Approval, 2) ADEC Waste Management Permit, and 3) DNR Dam Safety Certification for any jurisdictional dam structures. These authorizations are described in more detail in Section 20.3.

17.4.1 Solid Waste Management Permit

A Solid Waste Permit from DEC is required for the tailings facility and may be required for the placement of waste rock. This permit will have closure requirements, primarily focused on ensuring long-term water quality meets state and federal standards. If necessary, this permit will require long-term water treatment and monitoring. DEC has the authority under the Solid Waste Permit to require financial assurance from the company.

17.4.2 Dam Safety Certification

DNR will require a Dam Safety Certification for any jurisdictional dams necessary for this Project, which would include dams for a wet tailings management facility. The Dam Safety Certification would include requirements for closure, either complete decommissioning, or provisions for care and maintenance. The Certification would include requirements for bonding/financial assurance to cover the costs of closure for the dams.

18. Capital and Operating Costs

The capital and operating cost estimates presented in this scoping study are based on the development, construction and start-up of an open pit mine, processing plant and tailings management facility to handle a maximum mine production capacity of 39,500,000 tpa. The capital and operating cost estimates for this scoping study were conducted in 2023 US dollars (USD) unless otherwise stated. All costs for the scoping study are estimated as of the effective date of this Technical Report. All cost projections are referenced on a nominal 2023 US dollar basis.

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The economic analysis contained in the scoping study is considered preliminary in nature. No indicated mineral resources from part of the scoping study and no mineral reserves for the scoping study have been established. Mineral resources are not mineral reserves and have no demonstrated economic viability. There is no certainty that economic forecasts outlined in the scoping study will be realized. The scoping study may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant factors.

18.1 Basis of Estimate

Nova Minerals engaged ABH Engineering Inc. to provide estimates for various cost portions of this project. Mining, tailings management, and closure costs, processing and infrastructure cost estimates were provided by ABH Engineering Inc. All cost information was consolidated to determine the overall capital cost for the project.

The capital cost estimates developed in this scoping study are considered Class 4 estimates per the American Association of Cost Engineers (AACE) requirements and have an accuracy range of -30%/+50%. Estimate accuracy ranges are projections based upon cost estimating methods and are not a guarantee of actual project costs. The capital cost estimate of this scoping study forms the basis for the approval of further project development by means of a PFS and includes all costs to develop and sustain the project at a commercially operable status. This estimate was developed with a base date of first-quarter 2023 and does not take into consideration any escalation beyond this date.

The following are not included in the capital cost estimate:

● Working capital

● Currency fluctuations

● Interest and financing costs

● Project sunk costs (exploration programs, studies, etc.)

● Escalation cost beyond first-quarter 2023

● Supplemental costs due to accelerated or delayed deliveries of equipment, materials or services resulting from a change in project schedule

● Hiring and relocation

● Lost time or risks due to environmental issues (severe weather conditions), permitting delays, labor disputes or force majeure occurrences

General and Administration (“G&A”) items are calculated estimates or have been included as an allowance. Operating costs were estimated using cost models, budgetary quotations from suppliers, laboratory test work, general knowledge, in-house data, and experience of past projects.

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18.2 Estimating Structure

The cost estimate was divided into the following major phases:

Pre-Production (initial) Capital Costs – comprises of all costs incurred to develop the property to production at the designed yearly production of 39,500,000tpa of waste and ore, and maximum mill capacity of 6,350,000 tpa.

Sustaining Capital Costs – comprises of all costs incurred with respect to a partial mining fleet replacement in year 10 of operation. An additional cost of mill expansion with the addition of ore sorters in years 1 and 11 is also classified as sustaining capital.

Operating Costs – comprises of all costs after production begins.

Closure costs – comprises of all costs related to the closure, reclamation, and ongoing monitoring of the mine, at the end of production and are incurred in year 18.

18.3 Capital Cost Estimate

18.3.1 Mining Capital Costs

Infrastructure is described in Section 15 of this report. The capital cost of infrastructure facilities needed for the project was estimated by ABH. The cost of mine infrastructure is estimated at $41,790,000. The total capital cost of mine equipment is estimated to be $81,110,000. (See Table 18-1)

The capital cost of constructing the road from Korbel to RPM is estimated to be $25,600,000.

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Table 18-1: Equipment capital costs

Equipment	Model	Cost Per Unit		# of Units		Total Cost
Excavator	CAT 6040	$	5,350,000		2	$	10,700,000
Front End Loader	CAT 992K Wheel Loader	$	2,215,000		1	$	2,215,000
Haul Truck	CAT 785 Off Highway Truck	$	2,550,000		20	$	51,000,000
Dozer	CAT D10T2 Track Dozer	$	1,400,000		3	$	4,200,000
Grader	CAT 18M Motor Grader	$	1,200,000		3	$	3,600,000
Water Truck	CAT 777 Water Truck	$	575,000		2	$	1,150,000
Rubber Tired Dozer	CAT 844 Wheel Dozer	$	1,200,000		2	$	2,400,000
Backhoe	CAT 320 Medium Excavator	$	500,000		1	$	500,000
Blasthole Drill	Epiroc DM45 Rotary Drill	$	825,000		3	$	2,475,000
Pre-Split Drill	Epiroc DM45 Rotary Drill	$	400,000		1	$	400,000
Stemming Loader	CAT 903D Compact Wheel Loader	$	80,000		1	$	80,000
Transport/Lowboy		$	500,000		1	$	500,000
Lube & Fuel Truck		$	120,000		2	$	240,000
Service Truck		$	60,000		3	$	180,000
Light Vehicles		$	30,000		20	$	600,000
Heavy Crane		$	450,000		1	$	450,000
Light Crane		$	300,000		1	$	300,000
Light Plant		$	6,000		20	$	120,000
Total						$	81,110,000

18.3.2 Processing Capital Costs

The process plant is described fully in Section 15.5 of this report. The design and capital costs of the process plant have largely been based on ABH’s experience of recent projects. The processing cost estimates are based on material and equipment costs from take-offs and equipment lists. The equipment list for this project was developed with equipment sizes, capacities, motor power, and corresponding costs adjusted to match the project requirements for the proposed processing facility. Major processing equipment and material pricing were obtained from previous project vendor quotations. All the costs for processing infrastructure and processing capital expenditures were incurred in the pre-production year. The processing capital costs are estimated to be $125,280,000 including setup and commissioning costs including a 10% contingency.

The total capital cost of process infrastructure facilities is estimated to be $78,500,000. This includes the tailings management facility, roads, and power transmission lines.

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18.4 Operating Cost Estimate

Operating cost estimates in this scoping study include the mining, process plant, infrastructure, and general and administrative (G&A) costs. The operating cost estimate was compiled using a combination of quotations, industry factors, database costs, and directly related project experience. The estimate was benchmarked against similar operations.

The total operating unit cost is estimated to be $11.62 per tonne of ore mined for the life of mine. Table 18-2 summarizes the costs for the total LOM, average annual tonnage through process, and unit operating estimates. All operating costs are expressed in first-quarter 2023 US dollars. No allowance for inflation has been applied.

Table 18-2: OPEX breakdown

Operating Costs	Average Annual ($M)		Average Annual Tonnage Through Process (Mt)		$/t Ore Mined		$/t Through Process			LOM Total ($M)		LOM Total Through Process (Mt)
Mining	$	65.1		37.4	$	4.81	$	1.65	*	$	1,112.7		679.6
Transportation From RPM	$	6.1		1.6	$	0.48	$	3.95		$	110.4		28.0
Particle Sorting	$	6.5		8.9	$	0.51	$	0.73		$	117.0		160.3
Milling and Flotation	$	43.0		6.0	$	3.35	$	7.14		$	774.6		108.5
Fine Grind and Leach	$	8.5		0.5	$	0.66	$	16.91		$	152.1		9.0
Stockpiling	$	1.1		5.6	$	0.09	$	0.20		$	20.3		101.6
G&A	$	16.7		12.9	$	1.30	$	1.30		$	300.8		231.4
Total	$	149.4			$	11.20	$	31.88		$	2,580.0

*Mining cost of US$ 1.65 per tonne mined is used in the economic analysis for this report. This value is a client assumption, local knowledge, previous reports and comparable mines as estimate and analysis below.

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Figure 18-1: Mining cost of comparable mines

Notes:

(1) operating cost deficiencies with wrong HLP lining and generators

(2) Average LOM (includes stockpiling)

Source:

https://vgcx.com/site/assets/files/7042/vgcx-_2023_technical_report_update_nr_final.pdf

http://s2.q4cdn.com/496390694/files/doc_downloads/technical_reports/2015TR-FortKnox.pdf

https://www.equinoxgold.com/wp-content/uploads/2023/01/2020-Mesquite.pdf

Processing operating costs span the operation and maintenance of processing facilities, including all gold recovery activities to produce gold doré on site. It covers expenses related to process plant labor/personnel, consumables (reagents, grinding media, etc.), power/energy consumption, and process plant equipment maintenance for crushing, grinding, leaching, carbon handling, gold refining, and tailings disposal.

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18.4.1 General and Administration Costs

General and Administrative (“G&A”) costs comprise of costs not directly linked to the production of gold. Cost items estimated under G&A were based on previous experience alongside benchmarking with similar projects. G&A costs comprise the following categories:

● Administration, site services, and water treatment plant labour.

● On-site items such as: health and safety, environmental, human resources, insurance (physical plant, earthquake etc.), legal, external consulting, IT, communications, office supplies, site service equipment operation and maintenance, and employee transportation to and from site.

The total G&A unit operating cost is estimated to be $1.30 per tonne of ore mined.

18.5 Sustaining Capital Cost Estimate

Sustaining capital costs will be incurred in year 10 to replace the aging mining fleet. Table 18-3 lists the equipment that will be purchased.

The total for the mining equipment cost for the partial fleet in year 10 is $52 million.

A separate cost associated with the purchase of ore sorters is estimated at $73,960,000 including setup, commissioning and a 10% contingency. This cost is split between year 1 and year 11 to reflect the construction and expansion of the facility based on an increasing tonnage coming from Korbel.

Total sustaining capital costs are US$126 million.

Table 18-3: Sustaining mining equipment capital costs

Equipment	Model	Cost Per Unit		# Units		Total Cost
Excavator Primary	CAT 6040	$	5,350,000		2	$	10,700,000
Haul Truck Primary	CAT 785 Off Highway Truck	$	2,550,000		14	$	35,700,000
Dozer Primary	Caterpillar D10T2 Track Dozer	$	1,400,000		2	$	2,800,000
Blasthole Drill	Epiroc DM45 Rotary Drill	$	825,000		3	$	2,475,000
Pre-Split Drill	Epiroc FlexiROC D50	$	400,000		1	$	400,000
Stemming Loader	Caterpillar 903D Compact Wheel Loader	$	80,000		1	$	80,000
Total						$	52,155,000

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18.6 Indirect Costs

As is characteristic of a scoping level study, lump sum allowances or factors have been used to calculate indirect costs. At this level, most resourcing and contract strategies are not defined, hence rational and conventional assumptions have been made based on experience with similar projects. Cost items covered within this estimate include construction field indirects: camp and catering, freight and logistics, vendor representatives, capital spares, start-up commissioning, and first fills of plant reagents.

18.7 Contingency

Contingency costs refer to any unexpected costs within the scope of work that cannot be clearly quantified when conducting the estimate but may emerge during execution of the project. They do not include any allowance for project risks such as changes to scope of work, schedule delays, weather-related hindrances, and design changes. Contingencies are expected to be spent during project execution.

For a sufficient contingency estimate, ABH reviewed the total capital cost estimate and grouped the major project work items in terms of level of definition and costs. The nature of how the costs were established for labor, materials, and equipment, contingencies were allocated to each of the work items dependent on the level of confidence. The overall contingency cost for the project is estimated at 10% of the project’s pre-production capital costs (direct and indirect costs).

18.8 Closure Costs Estimate

Closure costs will be incurred at the end of mine life in year 18. Closure and reclamation costs include: dismantling of facilities, re-contouring of waste dumps, an allowance for ongoing water quality monitoring, coverage of the tailings facility with a geomembrane, and coverage of tailings facility and waste dumps with soil. These costs are estimated at $10,960,000.

19. Economic Analysis

This Initial Assessment report is preliminary in nature and includes the use of some inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them. Since the economics considerations do not classify the resources as mineral reserves, there is no certainty that the results of this report will be realized. The results in this report are based on the entity’s current expectations of future results or events and should not be solely relied upon by investors when making investment decisions. Further evaluation work and appropriate studies are required to establish sufficient confidence that the report results will be met.

An economic assessment of the Estelle Gold Project was performed to estimate annual cash flows and sensitivities of the project.

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Sensitivity analyses were performed for variations in the gold price, capital costs, operating costs, Mill feed grade, discount rate, and mill recovery to determine each variable’s relative significance as a project value driver.

This technical report contains forward-looking information that is susceptible to several risks, uncertainties, and factors that may result in differences between the evaluation presented in this economic analysis and the real results. Information such as the mining cost, proposed mine production plan, projected recovery rates, mineral resource estimates, risks regarding capital and operating expenditures, environmental uncertainties, and project completion schedule all may cause the actual results to differ from those presented here.

19.1 Assumptions and Basis

All costs in the economic analysis are presented in first-quarter 2023 US dollars, at a constant dollar base, with no provision made for inflation or escalation. LOM tonnage and grade estimates are outlined in Table 19-1 below.

Table 19-1: LOM Estimates and Inputs

Description	Unit	Value
Mine Life	Years	17
Total Ore	Mt	231.4
Strip Ratio	w:o	1.9
Mining rate	Mt/a	39.5
Processing Rate - Mill	Mt/a	6.35
Maximum Processing Rate - Sorters	Mt/a	14.9
Average Gold (Au) Head Grade	g/t	0.391
Gold (Au) Payable	LOM koz	2,253
	Average koz/a	133

Other economic factors used in the analysis include:

● Nominal 2023 US dollars

● Gold Price of US$1,800/ oz

● Discount rate of 5%

● No inflation applied

● Numbers are presented on 100% Ownership and do not take into consideration management fees or financing costs. Royalties are 0% in this economic analysis.

● Produced gold is assumed sold in the same year of production

● Closure cost of $10,964,000

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19.2 Revenues & NSR Parameters

Project revenue is derived from the sale of gold doré into the international marketplace. Presently, no contractual arrangements for refining exist. However, the parameters used in the economic analysis were verified against other industry comparable projects. Gold production and sale is assumed to begin in Q1 of year 1 and continue through to year 18.

lists the market terms used in the economic analysis. A total of 2,253koz of gold is projected to be produced over the LOM.

Table 19-2: Market Terms of Economic Analysis

Assumptions	Unit	Value
Average Gold (Au) Recovery Grade Control	%	86.1
Gold (Au) Recovery Flotation	%	95.4
Gold (Au) Recovery Leach	%	92.5
Gold (Au) Payable	%	99
Royalties	%	0

19.3 Taxes

The Estelle Project will be subject to the following tax regime:

● 21% federal income tax rate

● 9.4% Alaska State corporate tax rate

● 7.0% State Mining License tax rate; and

● Alaska State Mineral Exploration Expense Credit.

It should be noted that within the report taxes were not accounted for and thus not reported.

19.4 Results

The Study has confirmed that an initial gold mining and processing operation at the Project presents a technically and commercially viable development opportunity with positive financial metrics over an initial mine life of 17+ years, with capital payback in the first year (11 months) of the Project. A summary of the initial mining and financial evaluation is provided in Table 19-3 below.

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Table 19-3: Key study outcomes and assumptions

** Sustaining capital will be in years 1, 10, and 11 (See Table 1-5)

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A 5% discount rate was applied to the cash flow to derive the NPV for the Project on a pre-tax basis. The pre-tax NPV is discounted at 5% which results in $ 653,876,000. The expected internal rate of return (IRR) is 53.3% with a payback period is 11.3 months. The full output of the results are shown in Table 19-.

Table 19-4: Tabulated optimization results

 

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The economic cash flow model for the project over the LOM is depicted in Figure 19-1.

Figure 19-1: Cash flow model LOM

As shown in Figure 19-1, the expected payback after only 1 year of production, where the highest-grade ore is put through the mill at 2.02 g/t. This is done with a block selection process – selecting the highest-grade blocks first before moving on to the lower grade material.

Table 19-5: Annual cash flow summary

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19.5 Sensitivity Analysis

A sensitivity analysis was conducted to investigate which factors have the greatest impact on the NPV and payback period when acting independently of other cost and revenue factors. The parameters studied for this analysis are the CAPEX, OPEX, gold price, mill feed grade, mill recovery, and discount rate. Some of the variables that were examined fluctuated with a range of variation from -10% to +10% at five different points including the base case. The mill recovery and discount rate percentages were altered by a value of ±2%. Figure 19-2 below shows the sensitivity analysis tornado chart for all six parameters along with the range of variation examined.

The analysis shows that the gold price has the highest effect on the NPV, and changes in project CAPEX has the least effect. An increase of 10% in gold price (US$1,980) would lead to a potential increase in NPV to US$942M. On the other hand, a 10% increase in project CAPEX or OPEX has a lesser effect on the NPV lowering it to US$606M and US$479M respectively.

A ±2% change in value for the mill recovery and discount rate tend to have a relatively small effect on the NPV like the effect of the change in CAPEX.

Figure 19-2: Sensitivity analysis (Tornado chart)

The sensitivity analysis shows significant leverage to improved mill feed grade, with even a 10% increase in the average LOM mill feed grade increasing from the current 0.73 g/t Au to 0.8 g/t Au improving the NPV by ~ US$277M. As a result, the company’s core focus is to now define more near surface minable resources above the current mill feed grade.

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The analysis also looked at changes in the project payback period with the variation of the parameters. In this case, different payback periods are estimated for scenarios that have a negative impact on the economics: a decrease of 10% in gold price, a decrease of 10% in mill feed grade, a 10% increase in CAPEX, and a 10% increase in OPEX. The results are shown in table 19-5 below.

Table 19-6: Sensitivity results for payback period

Parameter Variation	+10% OPEX	+ 10% CAPEX	-10% Gold Price	-10% Mill Feed Grade	-2% Mill Recovery
Payback Period (months)	11.8	12.5	13.3	13.2	11.7

The results show that the payback period is resistant to negative impact on the economic parameters. The project can pay back the year 0 CAPEX within 13 months despite the changes in the gold price and expenses.

20. Adjacent Properties

This chapter provides public source information on properties adjacent to the Estelle Gold Project. The information and mineralization related to adjacent properties is not necessarily indicative of the mineralization on the Estelle Gold property. ABH has not verified the information or the styles of mineralization on these adjacent properties held by other companies.

20.1 Exploration Properties

The Tintina Gold Belt contains an abundance of rare metal mining projects, as shown in Figure 20-1. The closest mineral property to Estelle is the US Goldmining Inc’s Whistler Project; a gold and copper porphyry-style exploration stage project which is located approximately 150km northwest of the city of Anchorage.

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Figure 20-1: Mineral deposits within the Tintina Gold Belt

20.2 Whistler Project

In 2015, Gold Mining Inc. (formerly Brazil Resources Inc.) acquired control of the Whistler Project from Kiska Metals. The Whistler Project comprises of 304 Alaska State Mining claims covering over 170 sq km. Gold Mining Inc. completed a technical report on the Resource Estimate of the property, where a total of 257 drilled holes (70,247m) were reported to have been completed by all operators to date (Giroux, 2016). The Whistler Project is comprised of three deposits: Whistler, Raintree West, and Island Mountain. The estimated indicated resources and commodities are summarized in Table 20-1.

The gold equivalent grade assumes metal prices of USD $1,250/oz of gold, USD $16.50/oz of silver, and USD $2.10/lb of copper and $1.50 mining cost. The recoveries of silver and gold were found to be approximately 75%, whereas copper’s recovery is 85%. A gold equivalent cut-off of 0.3 g/t for all three properties was highlighted in the estimate as a possible open pit cut-off, and a gold equivalent cut-off of 0.6 g/t for underground operations at Raintree was approximated (Giroux, 2016).

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Table 20-1: Summary of resource estimate for the Whistler Project

	Tonnes & Grade					Contained Metal
Resource Category	Tonnes (Mt)	Au (g/t)	Ag (g/t)	Cu (%)	Au Eq. (g/t)	Au (Moz)	Ag (Moz)	Cu (Moz)	Au Eq. (Moz)
Indicated	110.3	0.50	1.76	0.14	0.79	1.765	6.130	343.1	2.797
Inferred	311.3	0.47	2.26	0.11	0.68	4.626	22.610	713.5	6.731

20.3 Shotgun Gold Project

The second closest large-scale gold project to Estelle is the Shotgun Gold Project; an advanced-stage, gold porphyry-style, exploration project situated approximately 250 km northwest of Anchorage. It consists of 108 claims located on Alaska State land in two separate claim blocks; Shotgun Ridge and Winchester. These claim blocks cover an aggregate area of 17,280 acres. TNR Gold Corp. owns 90% of the project. Shotgun’s main target is an intrusion-related gold system within the western extent of the Tintina gold province.

The mineralization at Shotgun is open at depth with some potential to extend laterally. The claim of resources of the property has been released publicly and confirmed (Wyck & Armitage, 2013). Drilling to date shows a structurally controlled mineralizing system with consistent low-grade gold values throughout. Shotgun contains an estimated inferred mineral resource of 20.7 million tonnes with an average grade of 1.06 g/t. This totals to 706koz of gold using 0.5 g/t gold cut-off. A range of the inferred resource estimate is summarized in Table 20-2.

Table 20-2: Inferred resource estimate at various cut-off grades for the Shotgun Project

Cut-off	Tonnes	Gold
Grade (Au)	Mined	Grade (g/t)	Contained Au (oz)
0.1	24,545,917	0.96	759,769
0.2	24,545,917	0.96	759,769
0.3	24,509,842	0.96	759,442
0.5	20,734,313	1.06	705,960
0.7	14,779,225	1.24	590,600
1.0	9,101.458	1.49	437,365
1.5	3,722,669	1.90	227,703
2.0	874,455	2.52	70,848
3.0	63,168	3.16	6,409

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21. Other Relevant Data and Information

21.1 Land Status

The Estelle Gold Project, as well as any proposed access roads including the West Susitna Access Road, are fully encompassed by State of Alaska lands. There are no federal or native corporation land titles throughout the greater project area.

22. Interpretation and Conclusions

The Study provides justification that the Estelle Gold Project is commercially viable and accordingly the Board of Nova has approved and commenced progression of the Project to a PFS.

The PFS has commenced in parallel with ongoing exploration, resource drilling and further metallurgical test work, with results expected to be completed in 2024.

The sensitivity analysis clearly demonstrates the Project to be resilient to changes in capital costs and recoveries, with significant leverage to the gold price, AISC and particularly an improvement in the LOM average mill feed grade above the current 0.73 g/t Au, that the Company will be now working towards.

The scoping study includes conventional open pit truck and shovel hard rock mining operations for all three deposits – Korbel Main, RPM North and RPM South. Reasonable mine plans and production schedules were developed based on the geological resource model for Korbel Main, RPM North and RPM South. Summary of total in-pit resources are shown in Table 22-1.

Table 22-1: Summary of in-pit resources

		Measured	Indicated	Inferred
RPM North	Ore (t)	1,343,000	2,330,000	11,962,000
	Au (g)	5,726,000	4,725,000	7,785,000
	Average Grade (g/t)	4.26	2.03	0.65
RPM South	Ore (t)			12,320,000
	Au (g)			6,898,000
	Average Grade (g/t)			0.56
Korbel Main	Ore (t)		182,277,000	21,143,000
	Au (g)		59,589,000	5,804,000
	Average Grade (g/t)		0.33	0.27

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Layouts and mine operations are typical of similar hard-rock open pit operations in Alaska with the exception of increased ore transportation requirements of ore originating from RPM north and RPM South.

Processing will be done using a flotation – regrind – leach circuit. Sorting will be incorporated in the process for sorting of Korbel ore which has proven to be very effective for increasing the NPV of the project.

The infrastructure for this project includes open pit mines, tailings management facility (TMF), waste rock facilities, mine service and administration facilities, access road, haul roads, and water treatment plant.

Economic analysis and modelling yield positive economic returns for the project with an NPV of US$654 million at a 5% discount rate not including taxes or royalties. The project requires US$385 million of pre-production capital investment, and US$137 million of sustaining capital, including US$11 million reclamation costs. The project has significant potential to provide positive returns with a fast payback period of 11 months.

Table 22-2: Report economic highlights

Key Parameters	Value	Unit
Initial CAPEX	385	M USD
Sustaining CAPEX	137	M USD
Pre-tax NPV	654	M USD
IRR	53.3	%
Payback Period	11.3	months

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23. Recommendations

Based on the results obtained from this assessment report, the following steps are recommended to maximize the economic potential of the Estelle Gold Project over LOM:

● Optimization of mining fleet size to potentially high grade the material sent to the processing plant. This will be particularly useful with the growth of the Estelle mineral resources after future drilling.

● Mill feed optimization to match with the optimized mine fleet and optimal ore sorting conditions.

● Considering the option of leasing the mining fleet to decrease the initial CAPEX by around 25%. This usually leads to a slight decrease in the NPV, but couple with a lower payback period which is favourable for some project such as Estelle.

● Investigating the feasibility of particle ore sorting on the RPM resources. Ore sorting is crucial to boost the profit recovery on the Korbel Main ore and it may be able to high grade the material sent from RPM especially in the first three years of mining. This would have a significant positive impact on the NPV and the IRR.

● Metallurgical laboratory program for RPM material to determine whether there is free gold present that is separate from the arsenopyrite, and whether it impacts flotation and leach recoveries. Gravity concentration tests should also be included in the test program.

● Stockpile optimization to high grade the material sent to the mill. Custom stockpiling was used in this study, so it is important to optimize it once the mine and mill capacities are optimized and the Estelle pits grow in terms of mineral resources.

● Conducting laboratory testing on fines to obtain an average grade to determine potential upgrading in fines. Higher grade fines have a considerable positive effect on the economics and help with increasing the sorter performance being fed lower grade ore.

● Ongoing resource delineation drilling to continue to prove up and expand existing deposits.

● Ongoing exploration activities leading to further discoveries and additional resource deposit potential.

● Continue drilling, test work and studies required for completion of a Pre-Feasibility Study

24. References

Doerksen, G., Pilotto, D., Mcleod, K., Sim, R., Levy, M., Sharp, T., Smith, M. E., & Kappes, D.W. (2016). NI 43-101 Feasibility Study Technical Report for the Coffee Gold Project, Yukon Territory, Canada. Prepared for Kaminak Gold Corp. Accessed November 18^th. 2021, from https://emrlibrary.gov.yk.ca/minerals/MajorMines/coffee/feasibility-study-feb2016.pdf

Giroux, G. H. (2016). NI 43-101 Resource Estimate for the Whistler Project, Alaska. Prepared for Brazil Resources Inc. Accessed Dec 21, 2021, from https://www.goldmining.com/resources/reports/Whistler-2016-Technical-Report.pdf

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Goldprice. (2022). Gold Price History. Retrieved from https://goldprice.org/gold-price-history.html

Global Energy Monitor. (June 21, 2021). Donlin Gold Mine Pipeline. Accessed Dec 21, 2021, from https://www.gem.wiki/Donlin_Gold_Mine_Pipeline

Kitco. (2022). Live Gold Price. Retrieved from https://www.kitco.com/charts/livegold.html

Towsey, C. A. J. (Dec 8, 2020). Mineral Resources and Ore Reserves 2020: Gold Technical Report. Prepared for Citigold Corporation Limited. Accessed Dec 18, 2021 from

https://www.citigold.com/wp-content/uploads/Announcements/2020/Mineral%20Resources%20and%20Ore%20Reserves%202020.pdf

US Climate Data. (2021). Anchorage Climate Graph. Accessed Dec 16 from https://www.usclimatedata.com/climate/anchorage/alaska/united-states/usak0012

Wyck, N. V., & Armitage, A. (2013). Technical Report on the Shotgun Gold Project, Southwest Alaska. Prepared for TNR Gold Corp. Accessed Dec 21, 2021, from

https://tnrgoldcorp.com/wp-content/uploads/2019/02/Technical-Report-on-the-Shotgun-Gold-Project-Southwest-Alaska

25. Reliance on Information Provided by the Registrant

Some of the technical information included in the report is reliant on estimates and assumptions provided by Nova Minerals Ltd. ABH Engineering has not researched into the validity of the information provided and considers the client to be responsible for the justification of the information.

This report summarizes the expected responsibilities of work carried out by each company. The scope of work or division of responsibility for each company is listed in Table 25-1 and when combined, makes up the total Project scope.

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Table 25-1: Estelle Gold Project - Initial Assessment report division of responsibility

Division of Responsibility
Section	Section Name	Company
1	Executive Summary	ABH/Client
2	Introduction	ABH
3	Reliance on Other Experts	ABH
4	Property Description and Location	ABH
5	Accessibility, Climate, Local Resources, Infrastructure and Physiography	ABH
6	History	Client
7	Geological Setting and Mineralization	Client
8	Deposit Types	Client
9	Exploration	Client
10	Drilling	Client
11	Sample Preparation, Analysis, and Security	Client
12	Data Verification	Client
13	Mineral Processing and Metallurgical Testing	ABH
14	Mineral Resource Estimates	Matrix Resource Consultants
15	Mineral Reserve Estimates	Not applicable
16	Mining Methods	ABH
16.1	Introduction	ABH
16.2	Pit Optimization	ABH
16.3	Mine Design	ABH
16.4	Mine Scheduling	ABH
16.5	Mine Plan	ABH
17	Recovery Methods	ABH
18	Project Infrastructure	ABH
18.1	Roads	ABH
18.2	Rail, Port, and Airport Facilities	ABH
18.3	Water Management	ABH
18.4	Stockpiles	ABH
18.5	Processing Plant	ABH
18.6	Tailings and Waste Disposal	ABH
18.7	Power	ABH
19	Market Studies and Contracts	ABH
20	Environmental Studies, Permitting and Social or Community Impact	Client’s third party
21	Capital and Operating Costs	ABH
21.1	Basis of Estimate	ABH
21.2	Estimating structure	ABH
21.4	Capital cost estimate	ABH
21.5	Sustaining Capital Cost Estimate	ABH
21.6	Operating Cost Estimate	ABH
21.7	Closure Costs Estimate	ABH
22	Economic analysis	ABH
23	Adjacent Properties	ABH
24	Other Relevant Data and Information	All
25	Interpretation and Conclusions	All
26	Recommendations (including costs)	All
27	References	All

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Appendix 1: Estelle Gold Project Mining Claims

A list of Nova’s mining claims is presented in the schedule below

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%

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Estelle Gold Project Initial Assessment - May 30th, 2023