Nova Minerals Limited Announces Closing of Public Offering

Rhea-AI Summary

Nova Minerals (Nasdaq: NVA) closed an underwritten public offering of 2,928,300 ADS (1 ADS = 12 ordinary shares) at $6.83 per ADS, generating gross proceeds of approximately $20,000,000 before fees on Dec 22, 2025. The underwriters have a 45-day option to buy up to 439,245 additional ADS for overallotments. Proceeds are intended to fund exploration and development at the Estelle Gold and Critical Minerals Project in Alaska, including drilling, feasibility and environmental studies, camp expansion, permits, initial development activities, and working capital. ThinkEquity acted as sole book-running manager; the offering was made under a Form F-3 shelf registration declared effective Dec 17, 2025.

Positive

• Gross proceeds of approximately $20,000,000
• 2,928,300 ADS issued to raise capital
• Proceeds earmarked for Estelle project exploration and development

Negative

• Issuance equals 35,139,600 ordinary-share equivalents (1 ADS = 12 shares)
• Underwriters have option for 439,245 ADS increasing potential dilution

Key Figures

ADS offered 2,928,300 ADS Underwritten public offering closed Dec 22, 2025

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

Offering price $6.83 per ADS Price to the public in this offering

Gross proceeds $20,000,000 Gross proceeds before underwriting discounts and expenses

Over-allotment option 439,245 ADS 45-day option for underwriters to buy additional ADSs

Form F-3 file number 333-292084 Shelf registration statement for this ADS offering

Gold resources (S-K 1300) 5.17M ounces Combined Estelle gold resources; 4.41M ounces attributable to Nova

Employee plan capacity 19,000,000 securities (4.4%) Maximum securities under Employee Securities Ownership Plan

Market Reality Check

$0.8900 Last Close

Volume Volume 2,384,976 is 1.85x the 20-day average of 1,290,381, signaling elevated trading interest ahead of and around the offering. high

Technical Shares at $6.70, trading above the 200-day MA at $3.81, despite a sharp one-day decline.

Peers on Argus

While NVA fell 17.69%, key metals/mining peers like OMEX, XPL, ATLX, FURY, and LGO showed gains between about 1% and 3.38%, indicating today’s move is company-specific rather than sector-driven.

Common Catalyst Peer ATLX also reported project advancement news, but broader peers lacked capital-raising headlines, reinforcing that NVA’s move relates to its own public offering.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Investor webinars	Positive	-12.1%	CEO presentations on Estelle project and recent US$43.4M government award.
Oct 28	Project development update	Positive	+0.4%	Commenced procurement of key mining and processing equipment for antimony.
Oct 27	Quarterly activities report	Positive	-4.8%	Quarterly update emphasizing US$43.4M award and funding availability.
Oct 23	Conference presentation	Positive	+8.2%	CEO conference presentation focused on Estelle and antimony strategy.
Oct 15	ADS ratio change	Neutral	-24.0%	5-for-1 forward ADS split and warrant exercise/coverage adjustments.

Pattern Detected

Recent news with generally positive strategic tone has often seen mixed or negative next-day price reactions, including prior financing and corporate updates.

Recent Company History

Over the last few months, Nova highlighted progress at its Estelle project and antimony strategy, including equipment procurement, funding access exceeding A$83.0M, and a notable US$43.4M U.S. Department of War award. Investor outreach via conferences and webinars on October 23, 2025 and December 10–11, 2025 supported this narrative. A 5-for-1 ADS ratio change effective October 28, 2025 preceded a sharp selloff. Against this backdrop, the current underwritten ADS offering extends the funding trajectory for Estelle development.

Market Pulse Summary

This announcement details the closing of an underwritten ADS offering of 2,928,300 shares at $6.83 per ADS for gross proceeds of $20,000,000, plus an over-allotment option. Funds are earmarked for Estelle exploration, drilling, studies, and initial development, as well as corporate purposes. Investors may compare this raise with prior July 2025 offerings and monitor how efficiently proceeds support tangible Estelle milestones and antimony-related development.

Key Terms

american depositary shares financial

"announced the closing 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

"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

"announced the closing 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

"45-day option to purchase up to an additional 439,245 ADSs to cover over-allotments"

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.

shelf registration statement regulatory

"pursuant to a prospectus supplement to the Company’s shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-292084)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"pursuant to a prospectus supplement to the Company’s shelf registration 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

"including a base prospectus, filed with the U.S. Securities and Exchange Commission"

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.

AI-generated analysis. Not financial advice.

Melbourne, Australia, Dec. 22, 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 closing 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.

ThinkEquity acted as sole book-running manager for the offering.

The securities were 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 was 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.

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.

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

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) sell in the Dec 22, 2025 offering?

Nova sold 2,928,300 ADS in the offering on Dec 22, 2025.

What price per ADS did Nova Minerals (NVA) receive in the offering?

The offering price was $6.83 per ADS.

How much gross capital did Nova Minerals (NVA) raise from the Dec 22, 2025 offering?

The company raised approximately $20,000,000 in gross proceeds before fees.

What is the potential additional share issuance from Nova Minerals' underwriter option?

Underwriters have a 45-day option to buy up to 439,245 ADS, increasing potential issuance.

How will Nova Minerals (NVA) use the proceeds from the offering?

Proceeds will fund drilling, feasibility and environmental studies, camp expansion, permits, initial development, and general corporate purposes at Estelle.

What is the ADS-to-ordinary-share ratio for Nova Minerals (NVA) ADS?

Each ADS represents 12 ordinary shares.