Nova Minerals Announces Pricing of Public Offering

Rhea-AI Summary

Nova Minerals (Nasdaq: NVA) priced an underwritten public offering of 2,928,300 ADS at $6.83 per ADS, representing gross proceeds of approximately $20,000,000, before underwriting discounts and offering expenses.

The ADS-to-ordinary-share ratio is 1:12 and the underwriters have a 45-day option for 439,245 ADS to cover over-allotments. The offering is expected to close on December 22, 2025, subject to customary closing conditions.

Proceeds are intended to fund exploration and development at the Estelle Project, including drilling, feasibility and environmental studies, camp expansion, permits, initial development activities, and general corporate purposes.

Positive

• Gross proceeds of ~$20,000,000
• Proceeds earmarked for Estelle Project exploration
• ADS-to-ordinary share ratio is 1:12
• Underwriters granted 45-day over-allotment option (439,245 ADS)

Negative

• Issued ADS may cause shareholder dilution
• Gross proceeds subject to underwriting discounts and offering expenses
• Closing is subject to customary conditions, not guaranteed

Key Figures

ADS offered 2,928,300 ADS Size of underwritten public offering

ADS ratio 1 ADS : 12 ordinary shares ADS-to-ordinary-share ratio for this offering

Offering price $6.83 per ADS Public offering price

Gross proceeds approximately $20,000,000 Expected gross proceeds before fees

Over-allotment option period 45 days Duration of underwriters’ option

Over-allotment ADS up to 439,245 ADS Additional ADSs for over-allotments

Expected closing date December 22, 2025 Anticipated offering close, subject to conditions

Ticker listings Nasdaq NVA, NVAWW; ASX: NVA; FRA: QM3 Company trading symbols by exchange

Market Reality Check

$0.9500 Last Close

Volume Volume 791,023 is 0.59x the 20-day average of 1,349,569, indicating subdued trading ahead of the offering. low

Technical Shares trade above the 200-day moving average of 3.79, suggesting a pre-existing upward trend into the offering.

Peers on Argus 1 Up

Peers in Other Industrial Metals & Mining showed mixed moves, with names like OMEX, XPL, ATLX and LGO down while FURY was up, pointing to stock-specific rather than sector-wide drivers for NVA.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Investor webinars	Positive	-12.1%	CEO presentations on Estelle project and recent US$43.4M award.
Oct 28	Project development	Positive	+0.4%	Commencement of key mining and processing equipment procurement.
Oct 27	Quarterly update	Positive	-4.8%	Quarterly activities and funding update including Defense Production Act award.
Oct 23	Conference appearance	Positive	+8.2%	CEO presentation at Emerging Growth Conference on Estelle project.
Oct 15	ADS ratio change	Neutral	-24.0%	5-for-1 forward ADS split and warrant terms adjustment.

Pattern Detected

Corporate and project updates have produced mixed reactions, with several positive-sounding announcements followed by negative price moves, indicating inconsistent alignment between news tone and market response.

Recent Company History

Over the last few months, Nova released multiple updates tied to its Estelle Gold and Critical Minerals Project. These included a US$43.4M Department of War award, equipment procurement for starter antimony operations, and a quarterly activities report highlighting >A$86.3M in available funding. Investor outreach via webinars and conferences, plus an ADS ratio change effective Oct 28, 2025, have also featured. Market reactions have alternated between sharp gains and selloffs, underscoring volatile sentiment.

Market Pulse Summary

This announcement details a new underwritten offering of 2,928,300 ADS at $6.83, targeting gross proceeds of about $20,000,000. Funds are earmarked for exploration, feasibility and environmental studies, camp expansion, permits, early development and working capital at Estelle. Historically, Nova’s updates on funding and project progress have produced volatile and sometimes divergent market reactions, so future monitoring often focuses on deployment of proceeds and subsequent project milestones.

Key Terms

american depositary shares financial

"announced the pricing of an underwritten public offering of 2,928,300 American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

ads financial

"with an ADS-to-ordinary-share ratio of 1 to 12, at a price to the public of $6.83 per ADS"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

underwritten public offering financial

"today announced the pricing of an underwritten public offering of 2,928,300 American Depositary Shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

over-allotments financial

"option to purchase up to an additional 439,245 ADSs to cover over-allotments, if any"

An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.

book-running manager financial

"ThinkEquity is acting as sole book-running manager for the offering"

A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.

prospectus supplement regulatory

"offered and sold pursuant to a prospectus supplement to the Company’s ... statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"pursuant to a prospectus supplement to the Company’s ... including a base prospectus"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

registration regulatory

"prior to registration or qualification under the securities laws of any such state"

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

AI-generated analysis. Not financial advice.

Melbourne, Australia, Dec. 18, 2025 (GLOBE NEWSWIRE) -- Nova Minerals Limited (“Nova” and the “Company”) (Nasdaq NVA, NVAWW) (ASX: NVA)(FRA: QM3)), a gold, antimony and critical minerals exploration stage company focused on advancing the Estelle Gold and Critical Minerals Project in Alaska, today announced the pricing of an underwritten public offering of 2,928,300 American Depositary Shares (“ADS"), with an ADS-to-ordinary-share ratio of 1 to 12, at a price to the public of $6.83 per ADS, for gross proceeds of approximately $20,000,000, before deducting underwriting discounts and offering expenses. In addition, Nova has granted the underwriters a 45-day option to purchase up to an additional 439,245 ADSs to cover over-allotments, if any.

The Company intends to use the proceeds for planned exploration and development activities on its Estelle Project, including additional drilling and exploration, feasibility and environmental studies, camp expansion, permits and approvals, initial development activities, and for general corporate purposes and working capital.

The offering is expected to close on December 22, 2025, subject to satisfaction of customary closing conditions.

ThinkEquity is acting as sole book-running manager for the offering.

The securities will be offered and sold pursuant to a prospectus supplement to the Company’s shelf registration statement on Form F-3 (File No. 333-292084), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 11, 2025 and declared effective on December 17, 2025. The offering will be made only by means of a written prospectus. A final prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC and made available on the SEC’s website. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, from the offices of ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

For Additional Information Please Contact

Investor Relations:

Dave Gentry, CEO
RedChip Companies, Inc.
Phone: 1-407-644-4256
Email: NVA@redchip.com

Craig Bentley
Director of Finance & Compliance & Investor Relations
E: craig@novaminerals.com.au
M: +61 414 714 196

About Nova Minerals Limited

Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project, comprised of 514 km2 of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km northwest of Anchorage, Alaska, USA, in the 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, Kinross Gold Corporation's Fort Knox Gold Mine. The belt also hosts significant Antimony deposits and was a historical North American Antimony producer

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Nova Minerals Limited’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Nova Minerals Limited undertakes no duty to update such information except as required under applicable law.

FAQ

How many ADS did Nova Minerals (NVA) offer and at what price on December 19, 2025?

Nova priced 2,928,300 ADS at $6.83 per ADS on December 19, 2025.

How much gross capital will Nova Minerals (NVA) raise from the offering?

The offering is expected to raise approximately $20,000,000 in gross proceeds before fees.

What will Nova Minerals (NVA) use the offering proceeds for?

Proceeds are intended for Estelle Project drilling, feasibility and environmental studies, camp expansion, permits, initial development, and general corporate purposes.

When is the Nova Minerals (NVA) offering expected to close and are there contingencies?

The offering is expected to close on December 22, 2025, subject to customary closing conditions.

Is there an over-allotment option in the Nova Minerals (NVA) offering and how large is it?

Yes, underwriters have a 45-day option to purchase up to 439,245 ADS to cover over-allotments.

Will the Nova Minerals (NVA) offering be registered with the SEC and where is the prospectus available?

The offering is made under a prospectus supplement to a Form F-3 registration; the final prospectus will be filed and available on www.sec.gov.