Exhibit 2.1

NOVA MINERALS LIMITED

SCHEME BOOKLET

for the recommended schemes of arrangement between Nova Minerals Limited ACN 006 690 348 (Nova Minerals or Company) and its Shareholders and the holders of the Listed Warrants in relation to the proposed re-domicile of Nova Minerals to the United States.

VOTE IN FAVOUR

Your Directors unanimously recommend that you vote in favour of the Schemes subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interest of Shareholders and the Warrant Scheme is in the best interest of the Listed Warrantholders

The Independent Expert has concluded that the Share Scheme is in the best interest of the Shareholders and the Warrant Scheme is in the best interest of the Listed Warrantholders.

If you require further information or have questions in relation to the Schemes, please contact the Information Line on 1300 103 392 (within Australia) or +61 2 9068 1925 (outside Australia) Monday to Friday between 8:30am and 7:00pm (Sydney time).

Contents

Letter from Chairman of Nova Minerals

Dear Nova Minerals Shareholders and Listed Warrantholders,

Proposed Transaction

On 4 February 2026, Nova Minerals announced its proposal to re-domicile the Nova Minerals Group to the United States. It is proposed that the re-domicile will be effected pursuant to schemes of arrangement between Nova Minerals and the Shareholders and Nova Minerals and the Listed Warrantholders, under which US Holdco (a newly-formed company incorporated in the State of Nevada in the United States for the sole purpose of the re-domiciliation named Nova Minerals Corp) will become the new parent company of Nova Minerals and ultimate holding company of the Nova Minerals Group (the Proposed Transaction).

Your Directors unanimously recommend that you vote in favour of the Schemes, subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interest of Nova Minerals Shareholders and the Warrant Scheme is in the best interest of the Listed Warrantholders.¹

The Independent Expert appointed by the Board has concluded that the Share Scheme is in the best interest of the Shareholders and the Warrant Scheme is in the best interest of the Listed Warrantholders. The full report of the Independent Expert is attached as Annexure A to this Scheme Booklet.

Under the Proposed Transaction, subject to the satisfaction of certain conditions:

¹ The Directors and officers of Nova Minerals hold 7,807,127 Shares that the Directors and officers intend to vote in favour of the Share Scheme. The Directors and officers hold no Listed Warrants. In addition, the Directors and officers of Nova Minerals hold 9,875,000 Options and 800,000 Performance rights which will be exchanged separately with options and performance rights issued to US Holdco. See section 7.9 for further information on the terms and conditions of the Options and Performance Rights and their exchange ratio with options and performance rights of US Holdco, and see section 12.1 for further information on the holdings of Directors and officers of Nova Minerals.

The ratios of the exchange of Shares, ADSs and Listed Warrants with US Holdco Shares, US Holdco CDIs and US Holdco Listed Warrants have been determined to comply with the listing requirements of the NYSE. If US Holdco is unable to satisfy the listing requirements of the NYSE due to current market volatility and geopolitical instability, US Holdco will list on Nasdaq. The Directors believe that the Share Scheme Consideration and the Warrant Scheme Consideration will allow Shareholders and Listed Warrantholders to receive consideration from US Holdco in the form of US Holdco CDIs, US Holdco Shares and US Holdco Listed Warrants that is substantially equivalent to their current economic interests in Nova. See sections 1.3, 3, 5.2 of this Scheme Booklet for further information on the consideration you will receive and the exchange ratio applied in the Share Scheme and the Warrant Scheme.

Sale Facility

Nova Minerals intends to implement a sale facility through which certain Share Scheme Participants will have the US Holdco CDIs they are entitled to sold on ASX by a sale agent. In particular, Share Scheme Participants who are not Ineligible Foreign Shareholders and who hold less than a Marketable Parcel of Nova Minerals Shares on the Record Date (being a parcel of Shares valued at less than A$500 based on the closing price on the last day of trading on ASX prior to the Record Date) will be regarded as Small Parcel Holders.

Small Parcel Holders may elect to opt out of participating in the Sale Facility and retain their ownership interest in the Nova Minerals Group by completing and returning the Small Parcel Holder Election Form, or making their election on the Automic Investor Portal, in accordance with the instructions on that form or portal page. Electing Small Parcel Holders will be issued the Share Scheme Consideration in accordance with Section 5.2. For more information, see “What if I am a Small Parcel Holder?” in Section 3 of this Scheme Booklet and Sections 5.5 and 5.6 of this Scheme Booklet.

Benefits, disadvantages and risks of the Proposed Transaction

The Proposed Transaction will not result in any changes to the operations, management or strategy of the Nova Minerals Group.

The Nova Minerals Board believes that the re-domiciliation of the Nova Minerals Group to the United States has several benefits including:

These benefits are summarised in more detail in Section 2.2 of this Scheme Booklet.

While we believe that the benefits of the re-domiciliation of the Nova Minerals Group are significant and will produce long term benefits for the Nova Minerals Group, we also recognise that there are some potential disadvantages including:

These potential disadvantages are described in further detail in Section 2.3 of this Scheme Booklet.

Furthermore, the Shareholders and Listed Warrantholders should note the risks they will be exposed to in respect of the assets, operations and general business of the Merged Group, noting that they are materially the same risks that they are currently exposed to in relation to Nova Minerals’ existing business which will continue to exist after the re-domicile. Shareholders and Listed Warrantholders should note that the Merged Group’s business, operations, financial performance, cash flows and prospects may be impacted by such risks, which will consequently affect the trading price of the Merged Group (US HoldCo) securities. These risks include mineral resource estimate risks, risks relating to the profitability of Nova Minerals’ operations, taxation risks and risks relating to holding US Holdco CDIs. See Section 9 for a (non-exhaustive) discussion of potential risk factors.

This Scheme Booklet sets out our rationale for the Proposed Transaction, how it will be implemented and other important issues such as the potential taxation consequences and the nature of the change in the legal entity in which you will hold your investment if the Schemes are implemented.

Please read this Scheme Booklet carefully and in its entirety as it contains important information in relation to the Schemes, including the reasons for your Directors’ recommendations and the Independent Expert’s Report prepared by RSM Corporate Australia.

Your vote is important regardless of how many Shares or Listed Warrants you hold. If you are unable to attend your respective Scheme Meeting in person, I encourage you to submit your vote by completing your personalised Proxy Form which is enclosed with this Scheme Booklet, and return it in accordance with the directions on the Proxy Form so that it is received by no later than 10:00am (Sydney time) on Thursday, 21 May 2026 for the Warrant Scheme Meeting, and 10:00am (Sydney time) on Wednesday, 27 May 2026 for the Share Scheme Meeting. If you are in any doubt as to what actions you should take, please consult your professional adviser.

Yours faithfully

Richard Beazley

Chairman

Important Notices

Date of this Scheme Booklet

This Scheme Booklet is dated 21 April 2026.

Defined terms and interpretation

Capitalised terms used in this Scheme Booklet (other than in the Independent Expert’s Report contained in Annexure A) and the Proxy Forms or for Small Parcel Holders, the Small Parcel Holder Election Form, accompanying this Scheme Booklet are either defined in brackets when first used or are defined in the Glossary in Section 13. The Glossary also sets out some rules of interpretation which apply to this Scheme Booklet. The Independent Expert’s Report contains its own defined terms which are sometimes different from those set out in the Glossary in Section 13.

References to Scheme Booklet, Sections and Annexures

References to Sections and Annexures are to the named Sections and Annexures in this Scheme Booklet (unless otherwise stated).

Purpose of this Scheme Booklet

This Scheme Booklet includes the Explanatory Statements for the Schemes required by section 412(1) of the Corporations Act. The purpose of this Scheme Booklet is to explain the terms of the Schemes and the manner in which each Scheme will be implemented (if approved). This Scheme Booklet provides all information required to be given to the Shareholders and the Listed Warrantholders or that is otherwise material to the making of a decision in relation to a Scheme, being information that is within the knowledge of any Director which has not previously been disclosed to the Shareholders and Listed Warrantholders.

General

This Scheme Booklet is important. You should read this Scheme Booklet carefully before making a decision about how to vote on the Share Scheme Resolution to be considered at the Share Scheme Meeting (if you are a Shareholder), electing to retain a Small Parcel (if you are a Small Parcel Holder) and the Warrant Scheme Resolution to be considered at the Warrant Scheme Meeting (if you are a Listed Warrantholder).

No investment advice

This Scheme Booklet does not constitute financial product advice and has been prepared without reference to individual investment objectives, financial situation, taxation position or particular needs of any Shareholder or Listed Warrantholder or any other person. It is important that you read this Scheme Booklet before making any decision, including a decision on whether or not to vote in favour of a Scheme. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to Shares, Listed Warrants or any other securities. If you are in doubt as to what you should do, you should consult your legal, investment, taxation or other professional adviser.

Shareholders and Listed Warrantholders should consult their taxation adviser as to the applicable tax consequences of the Schemes. A summary of certain Australian and United States tax considerations is detailed in Section 10.

Responsibility statement - Independent Expert Report

RSM Corporate Australia has prepared, and is solely responsible for, the Independent Expert’s Report contained in Annexure A.

Neither Nova Minerals or US Holdco nor any of their respective directors, officers or advisers (other than the advisers on the basis referred to above), assume any responsibility for the accuracy or completeness of any of the information in the Independent Expert’s Report.

The directors of Nova Minerals and US Holdco confirm that they have not obtained any other reports from independent experts for the purpose of the Schemes other than the Independent Expert’s Report.

Role of ASIC

A copy of this Scheme Booklet has been lodged with, and registered by, ASIC for the purposes of section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with section 411(2)(b) of the Corporations Act. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

ASIC has been requested to provide statements, in accordance with section 411(17)(b) of the Corporations Act, that it has no objection to the Schemes. If ASIC provides those statements, they will be produced to the Court on the Second Court Date.

Role of ASX

A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor any of its officers takes any responsibility for the contents of this Scheme Booklet.

Role of Nasdaq and NYSE

Neither Nasdaq, NYSE nor any of their respective officers takes any responsibility for the contents of this Scheme Booklet.

Important notice associated with the Court order under section 411(1) of the Corporations Act

The fact that, under section 411(1) of the Corporations Act, the Court has ordered that meetings be convened and has directed that this explanatory statement accompany the Notice of Scheme Meeting does not mean that the Court:

Foreign Jurisdictions

Restrictions in foreign jurisdictions may make it impractical or unlawful for US Holdco Shares and US Holdco CDIs to be issued to, or received by, Shareholders in certain jurisdictions outside Australia. No action has been taken to register or qualify the US Holdco Shares or the US Holdco CDIs or otherwise permit a public offer of such securities in any jurisdiction outside Australia. Based on the information available, Shareholders whose addresses are shown in the register on the Record Date as being in the following jurisdictions will be entitled to receive the Scheme Booklet and have US Holdco Shares or US Holdco CDIs (as applicable) issued to them under the Share Scheme subject to any qualifications set out below in respect of that jurisdiction:

Nominees and custodians who hold Shares on behalf of a beneficial owner resident outside Australia, New Zealand, United Kingdom and the United States may not forward this Scheme Booklet (or any accompanying document) to anyone outside of Australia without the consent of Nova Minerals.

A Shareholder whose address shown in the Nova Minerals Share Register is in a jurisdiction outside the Eligible Jurisdictions will be deemed to be an Ineligible Foreign Shareholder for the purposes of the Share Scheme. Shareholders who are deemed to be Ineligible Foreign Shareholders should refer to Section 5.3 for more information. All the Listed Warrants are held in the United States and will be included in the Warrant Scheme.

This Scheme Booklet and the Schemes do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or solicitation.

The release, publication or distribution of this Scheme Booklet and/or the accompanying documents into jurisdictions other than Australia may be restricted by law and this Scheme Booklet and/or the accompanying documents may not be distributed or published in any jurisdiction except under circumstances which result in compliance with applicable laws and regulations. Therefore, persons into whose possession this Scheme Booklet and/or the accompanying documents should observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws and regulations of any such jurisdiction.

See Section 12.16 for further information on legal restrictions outside Australia on the distribution of the Scheme Booklet and participation in the Schemes.

Notice to Shareholders and Listed Warrantholders in the United States

The US Holdco Shares, US Holdco CDIs and US Holdco Listed Warrants have not been registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Instead, US Holdco intends to rely on an exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of the US Securities Act in connection with the consummation of the Schemes and the issuance of US Holdco Shares, US Holdco CDIs and US Holdco Listed Warrants. Section 3(a)(10) of the US Securities Act exempts securities issued in exchange for other securities from the general requirement of registration where the terms and conditions of the issuance and exchange have been approved by a court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance at which all persons to whom the securities will be issued have the right to appear. Approval of the Schemes by the Court will be relied upon by Nova Minerals and US Holdco for purposes of qualifying for the Section 3(a)(10) exemption.

This Scheme Booklet has not been filed with, or reviewed by, the US Securities and Exchange Commission or any US state securities authority and none of them has passed upon the merits of the Schemes or the accuracy, adequacy or completeness of this Scheme Booklet. Any representation to the contrary is a criminal offence.

Nova Minerals Shareholders and Listed Warrantholders in the United States should note that the Schemes will be conducted in accordance with the laws of Australia and ASX Listing Rules. As a result, it may be difficult for you to enforce your rights, including any claim you may have arising under US federal securities laws, as Nova Minerals is incorporated in Australia and some of its officers and directors are resident in Australia. As such, you may not be able to take legal action against Nova Minerals or its officers and directors in Australia for violations of US securities laws and it may be difficult to compel Nova Minerals and its officers and directors to subject themselves to a US court’s judgement.

Forward looking statements

Certain statements in this Scheme Booklet relate to the future, including forward looking statements and information (‘forward looking statements’) within the meaning of Australian and US securities laws. The forward looking statements in this Scheme Booklet, including statements relating to the Nova Minerals Group and the transactions contemplated by the Scheme Implementation Deed, are not based on historical facts, but rather reflect the current views and expectations of Nova Minerals. These statements may generally be identified by the use of forward looking verbs such as ‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘foresee’, ‘intend’ or ‘plan’, qualifiers such as ‘may’, ‘should’, ‘likely’ or ‘potential’, or similar words. Similarly, statements that describe the expectations, goals, objectives, plans, targets, estimates and future costs of Nova Minerals are, or may be, forward looking statements.

Forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, performances or achievements of Nova Minerals or the Nova Minerals Group to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Nova Minerals and the Nova Minerals Group will operate in the future, including the price of commodities, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward looking statements include, among others, share market risk, operational risk, general economic conditions, share price fluctuations, legislative change, litigation risks, dependence on outside parties, changes in laws and regulations, risks associated with clinical trials, reliance on key personnel and consultants, additional requirements for capital, mineral resources risks, risks relating to the discovery of any mineral reserves in commercially exploitable quantities, risks relating to whether the Company will successfully establish mining operations or profitably produce precious metals, risks relating to the exploration development and operation of the Estelle Project and risks associated with the Schemes. See Section 9 for a (non-exhaustive) discussion of potential risk factors underlying, and other information relevant to, the forward looking statements and information. Forward looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on them. All forward looking statements should be read in light of such risks and uncertainties.

You should note that the historical performance of Nova Minerals is no assurance of its or the Nova Minerals Group’s future financial performance. Neither Nova Minerals, US Holdco nor their respective directors or any other person, gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements and information in this Scheme Booklet will actually occur.

The forward looking statements in this Scheme Booklet reflect views and expectations held only at the date of this Scheme Booklet. Nova Minerals believes that all forward looking statements included in this Scheme Booklet about Nova Minerals and US Holdco have been made on a reasonable basis. However, none of Nova Minerals and its directors nor any other person gives any representation, assurance or guarantee that any outcome, performance or results expressed or implied by any forward looking statements in this Scheme Booklet will actually occur. Shareholders and Listed Warrantholders should therefore treat all forward looking statements with caution and not place undue reliance on them.

Subject to any continuing obligations under law or the Listing Rules, Nova Minerals, US Holdco and their respective directors disclaim any obligation to revise or update, after the date of this Scheme Booklet, any forward looking statements to reflect any change in views, expectations or assumptions on which those statements are based.

Diagrams, charts, maps, graphs and tables

Any diagrams, charts, maps, graphs and tables appearing in this Scheme Booklet are illustrative only and may not be drawn to scale.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Scheme Booklet are subject to the effect of rounding (unless otherwise stated). Accordingly, the actual calculation of these figures may differ from the figures set out in this Scheme Booklet, and any discrepancies in any table between totals and sums of amounts listed in that table or to previously published figures are due to rounding.

Currency

All references in this Scheme Booklet to:

Privacy and personal information

Nova Minerals will need to collect personal information to implement the Schemes. The personal information may include the names, contact details, bank account details, email address and communication preferences and details of shareholdings or warrantholdings (as applicable) of Shareholders and Listed Warrantholders together with contact details of individuals appointed by Shareholders and Listed Warrantholders as proxies, body corporate representatives or attorneys for the purposes of a Scheme Meeting. The collection of some of this information is required or authorised by the Corporations Act.

Shareholders and Listed Warrantholders who are individuals, and other individuals in respect of whom personal information is collected, have certain rights to access the personal information collected about them and may contact the Share Registry or the US Transfer Agent if they wish to exercise those rights.

The information may be disclosed to print and mail service providers, and to Nova Minerals and its advisers and agents, including the transfer agent in the US, to the extent necessary to effect the Schemes. The personal information of Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders may also be disclosed to the Sale Agent for the purposes of operating the Sale Facility. If the information outlined above is not collected, Nova Minerals may be hindered in, or prevented from, conducting one or both of the Scheme Meetings or implementing one or both of the Schemes effectively, or at all.

Shareholders and Listed Warrantholders who appoint an individual as their proxy, body corporate representative or attorney to vote at a Scheme Meeting should inform that individual of the matters outlined above.

Persons are entitled, under section 173 of the Corporations Act, to inspect and copy the Nova Minerals Share Register or the Nova Minerals Warrant Register, as applicable. The Nova Minerals Share Register and the Nova Minerals Warrant Register contain personal information about the Shareholders and the Warrantholders.

Important dates and times for the Scheme⁽¹⁾

Note:

This summary identifies key features of the Schemes, but must be read in conjunction with the additional detailed information for Shareholders and Listed Warrantholders further set out in this Scheme Booklet. You are urged to read this Scheme Booklet in its entirety.

On 4 February 2026, Nova Minerals announced a proposal to re-domicile to the United States, whilst retaining its dual ASX and Nasdaq listings. Since that announcement, Nova Minerals expects that US Holdco will list the US Holdco Shares and US Holdco Listed Warrants on the NYSE.

It is proposed that the re-domicile will be effected by way of scheme of arrangement between Nova Minerals and its Shareholders (the Share Scheme), whereby US Holdco will, subject to the satisfaction of conditions, acquire the entire issued share capital of Nova Minerals and become the ultimate holding company for the Nova Minerals Group. Accordingly, if the Share Scheme proceeds:

In parallel with the Share Scheme (and conditional on the Share Scheme becoming Effective), it is proposed that a scheme of arrangement is carried out between Nova Minerals and its Listed Warrantholders (the Warrant Scheme), for the purpose of replacing Nova Minerals’ existing public warrants (listed on Nasdaq) with new warrants to be issued by US Holdco (to be listed on NYSE). If the Warrant Scheme proceeds:

This Scheme Booklet contains important information that the Board believes Shareholders and Listed Warrantholders should consider in deciding whether to vote in favour of, or against, their respective Share Scheme and Warrant Scheme.

If the Share Scheme is approved and becomes Effective:

If you are an Ineligible Foreign Shareholder or a Non-Electing Small Parcel Holder and the Share Scheme becomes Effective, on the Implementation Date, your Shares will be transferred to US Holdco and the US Holdco CDIs which would have been issued to you as Scheme Consideration, will be issued to the Sale Agent. US Holdco must procure that the Sale Agent sells those US Holdco CDIs as soon as reasonably practicable and, in any event, within 90 Business Days following the Implementation Date and remits the gross sale proceeds to the Company’s Australian share registry. The Company’s Australian share registry must then promptly remit to you your pro rata share of the gross proceeds (after deducting any taxes which may be required and which the recipient of the proceeds are responsible for) from the sale of such US Holdco CDIs sold through the Sale Facility. Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders are encouraged to follow the process outlined in Section 5.6 by the Implementation Date, to ensure that their details are up to date to facilitate prompt receipt of their pro rata share of the gross proceeds.

US Holdco will dispatch holding statements or CHESS confirmation advices (as applicable) to Share Scheme Participants who hold ASX listed US Holdco CDIs as soon as reasonably practicable after the Implementation Date. US Holdco will dispatch DRS statements to Share Scheme Participants who hold NYSE listed US Holdco Shares as soon as reasonably practicable after the Implementation Date.

Further details about the Share Scheme Consideration, Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders are set out in Sections 5.2, 5.3 and 5.5, respectively. Shareholders should also refer to Section 10 for important information in relation to certain Australian and United States tax implications of the Schemes (particularly, as applicable to the Share Scheme).

If the Warrant Scheme is approved and becomes Effective, Warrant Scheme Participants who hold the Listed Warrants will be issued three US Holdco Listed Warrants to be listed on NYSE for every Listed Warrant held on the Record Date (i.e. the ratio of US Holdco Listed Warrants to Nova Listed Warrants is 3:1).

Further details about the Warrant Scheme Consideration are set out in Section 5.3. Listed Warrantholders should also refer to Section 10 for important information in relation to certain Australian and United States tax implications of the Schemes (particularly, as applicable to the Warrant Scheme).

CDIs are instruments used to enable securities of foreign companies, such as US Holdco, to be traded on ASX and settled and held in the Clearing House Electronic Subregister System (CHESS).

US Holdco CDI holders will obtain all the economic benefits of actual ownership of US Holdco Shares. US Holdco CDIs will confer the beneficial interest in US Holdco Shares on the holders while the legal title or beneficial ownership to US Holdco Shares will be held by CHESS Depositary Nominees Pty Limited (CDN), a wholly owned subsidiary of ASX Limited.

US Holdco CDIs can be converted into US Holdco Shares on a one US Holdco Share for 12 US Holdco CDIs basis at any time following the Implementation Date.

Annexure J to this Scheme Booklet provides a further description of the rights and entitlements attaching to CDIs generally, including in relation to voting.

Your Directors unanimously recommend that:

Each of the Directors will (subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interest of Shareholders) vote, or procure the voting of any Shares controlled or held by, or on behalf of, them at the time of the Share Scheme Meeting, in favour of the Share Scheme at the Share Scheme Meeting.

The reasons to vote in favour of, or against, the Schemes as considered by the Directors are set out in Section 2.

A summary of implications for Shareholders and Listed Warrantholders if either or both of the Schemes does not proceed are set out in Section 3 under the heading titled, ‘What happens if either or both of the Schemes are not approved’.

Nova Minerals has commissioned RSM Corporate Australia as the Independent Expert to prepare a report to ascertain whether the Share Scheme and the Warrant Scheme is in the best interest of Shareholders and Listed Warrantholders (respectively).

The Independent Expert has concluded that the Share Scheme is in the best interest of the Shareholders and the Warrant Scheme is in the best interest of the Listed Warrantholders. The Independent Expert’s Report is set out in Annexure A.

Implementation of the Schemes is subject to a number of outstanding conditions precedent that are summarised in Section 11.2 and include:

subject only to any conditions which ASX may reasonably require that are acceptable to the Board and the US Holdco Board and to the Schemes becoming Effective.

A full description of all of the conditions to the Schemes is included in the Scheme Implementation Deed in Annexure C.

The Scheme Meetings, to approve the Schemes, are hybrid and scheduled to be held at Ashurst Australia, Level 8, 39 Martin Place, Sydney, New South Wales, Australia 2000, and virtually, on Friday, 29 May 2026.

The Share Scheme Meeting is scheduled to commence at 10:00am (Sydney time) and the Warrant Scheme Meeting is scheduled to commence at the later of 10:30am (Sydney time) and the conclusion of the Share Scheme Meeting.

Voting eligibility for the Warrant Scheme Meeting will be determined as at 7:00pm (Sydney time) on Thursday, 21 May 2026. Voting eligibility for each of the Share Scheme Meeting will be determined as at 7:00pm (Sydney time) on Wednesday, 27 May 2026. The voting eligibility for the Warrant Scheme Meeting must be assessed earlier than the voting eligibility for the Share Scheme Meeting due to the time that US brokers need to respond to inquiries regarding the beneficial ownership of the Listed Warrants.

Further details of the Scheme Meetings, including how to vote, are outlined in Section 4. The Notice of Scheme Meeting is contained in Annexure H.

Approval for the Share Scheme is required from Shareholders and the Court as follows.

Approval for the Warrant Scheme is required from Listed Warrantholders and the Court as follows:

If the Schemes are approved by Shareholders and the Listed Warrantholders (as applicable) and the Court and all other conditions to the Schemes are satisfied or (where applicable) waived, it is expected that the Schemes will be implemented on or around Tuesday, 16 June 2026. The key dates and times in relation to the Schemes are set out at the beginning of this Scheme Booklet. These key dates are indicative only and are subject to change.

Implementation of the Schemes may have tax implications for you. You should seek your own professional advice regarding your individual tax consequences. A summary of relevant Australian and US tax implications for Shareholders and Listed Warrantholders is outlined in Section 10.

Read the remainder of this Scheme Booklet in full before making any decision on any Scheme.

Shareholders and Listed Warrantholders should refer to Section 2 for further guidance on the reasons to vote in favour of, or against, the Schemes and Section 9 for guidance on the risk factors associated with the Schemes and the Nova Minerals Group generally.

If you have any questions in relation to the Schemes or the Scheme Meetings, please contact the Information Line on 1300 103 392 (within Australia) or +61 2 9068 1925 (outside Australia) Monday to Friday between 8:30am and 7:00pm (Sydney time). You may also wish to consult your legal, investment, taxation, financial or other professional adviser.

If you are a Shareholder, your Directors urge you to vote on the Share Scheme at the Share Scheme Meeting. The Share Scheme affects your shareholding and your vote at the Share Scheme Meeting is important in determining whether the Share Scheme proceeds.

If you are a Listed Warrantholder, your Directors urge you to vote on the Warrant Scheme at the Warrant Scheme Meeting. The Warrant Scheme affects your warrantholding and your vote at the Warrant Scheme Meeting is important in determining whether the Warrant Scheme proceeds.

For further details regarding voting and submitting the Proxy Forms for the Scheme Meetings, see Section 4.

Your Directors unanimously recommend that:

The Schemes have a number of advantages and disadvantages which may affect Scheme Participants in different ways, depending on their individual circumstances. Shareholders and Listed Warrantholders should seek professional advice on their particular circumstances, as appropriate.

Section 2.2 provides a summary of some of the reasons why you should vote in favour of the Schemes, and includes the reasons for the Directors recommending unanimously that you vote in favour of the Schemes.

Section 2.3 should be read in conjunction with Section 2.2. It sets out reasons why you may wish to vote against the Schemes.

Shareholders and Listed Warrantholders are strongly encouraged to read this Scheme Booklet, in full, including the Independent Expert’s Report, before deciding how to vote on their respective Schemes. While the Directors acknowledge the reasons to vote against the Schemes, they all believe the advantages of the Schemes being implemented to significantly outweigh the disadvantages.

Share Scheme Participants (subject to the below) will not incur any brokerage or stamp duty costs on the transfer of your Shares pursuant to the Share Scheme. In addition, ADS Holders will not be charged any fee for the cancellation of their Nova Minerals ADSs.

Brokerage fees will not be incurred by Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders whose attributable US Holdco CDIs will be issued to, and sold by, the Sale Agent, as Nova Minerals will pay for the brokerage fees of the Sale Agent, and the gross proceeds of the sale will be remitted by the Share Registry, who will then distribute such proceeds to the Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders (after deducting any taxes which may be required and which the recipient of the proceeds are responsible for).

You will not incur any brokerage or stamp duty costs on the exchange of your Listed Warrants pursuant to the Warrant Scheme.

Even if you do not vote, or if you vote against a Scheme, that Scheme may still be implemented if it is approved by the Requisite Majority of Shareholders or Listed Warrantholders (as applicable) and by the Court. If this occurs in relation to the Share Scheme and you are (i) an ASX listed Shareholder, your Nova Minerals Shares will be transferred to US Holdco in exchange for ASX listed US Holdco CDIs, or (ii) a Nasdaq listed ADS Holder, your Nova Minerals ADSs will be exchanged for US Holdco Shares to be listed on NYSE, or (iii) a Shareholder holding Shares on OTC, your Nova Minerals Shares will be transferred to US Holdco in exchange for US Holdco Shares to be listed on the NYSE in the ratio of one US Holdco share for every twelve OTC quoted Shares, even though you did not vote on, or voted against, the Share Scheme. Similarly, if this occurs in relation to the Warrant Scheme and you are a Listed Warrantholder, your Listed Warrants will be exchanged for US Holdco Listed Warrants to be listed on NYSE in the ratio of three US Holdco Listed Warrants for every one Nasdaq Listed Warrant.

The following table provides brief answers to questions you may have in relation to the Schemes, but should be read in conjunction with the more detailed information included in this Scheme Booklet. You are urged to read this Scheme Booklet in its entirety.

This Section contains information relating to voting entitlements and information on how to vote at the Share Scheme Meeting for Shareholders (refer to Sections 4.1 and 4.2 below) and at the Warrant Scheme Meeting for Listed Warrantholders (refer to Sections 4.3 and 4.4 below).

The Share Scheme Meeting, to approve the Share Scheme, is scheduled to be held at Ashurst Australia, Level 8, 39 Martin Place, Sydney, New South Wales, Australia 2000 and online via the Automic investor portal (investor.automic.com.au) on Friday, 29 May 2026 commencing at 10:00am (Sydney time).

At the Share Scheme Meeting, the Share Scheme Resolution will be proposed and the Share Scheme Resolution must be approved by:

(Requisite Majority of Shareholders), for the Share Scheme to become Effective.

The Share Scheme Resolution is set out in the Notice of Scheme Meeting in Annexure H.

If you are registered as a Shareholder as at 7:00pm (Sydney time) on Wednesday, 27 May 2026, you are entitled to vote on the Share Scheme Resolution at the Share Scheme Meeting. Voting on the Share Scheme Resolution will be by poll.

As the Share Scheme Meeting is hybrid, if you wish to vote in person, you should attend the Share Scheme Meeting or participate virtually in the Share Scheme Meeting online. Shareholders holding Shares on ASX can login to the meeting via the investor portal (https://portal.automic.com.au/investor/home) and to vote in real time. For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/. Shareholders holding Shares on OTC can login to the meeting via the link www.virtualshareholdermeeting.com/NVA2026. It is recommended that Shareholders wishing to attend the Share Scheme Meeting log in from 15 to 30 minutes prior to the scheduled start time.

To access the virtual meeting on the day:

Your personalised Proxy Form for the Share Scheme Meeting accompanies this Scheme Booklet.

You can appoint a proxy by completing and returning to Nova Minerals the enclosed Proxy Form for the Scheme Meeting (or by submitting the Proxy Form with the Share Registry online through https://portal.automic.com.au/investor/home if you hold Shares on ASX). Completed Proxy Forms for the Share Scheme Meeting must be received by the Share Registry by no later than 10:00am (Sydney time) on Wednesday, 27 May 2026 by one of the following methods:

If you are entitled to attend and cast a vote at the Share Scheme Meeting, you may appoint up to two proxies. A proxy may be an individual or a corporation but need not be a Shareholder. If you appoint two proxies each proxy may exercise half of your votes if no proportion or number of votes is specified.

If you appoint a proxy but attend the Share Scheme Meeting yourself, the rights of the proxy to speak and vote on your behalf at the Share Scheme Meeting will be suspended while you are present.

A Shareholder who wishes to submit a proxy has the right to appoint the chairman of the Share Scheme Meeting, or another person (who need not be a Shareholder) to represent him, her or them at the Share Scheme Meeting and vote on the Share Scheme Resolution, by inserting the name of their chosen proxy in the space provided for that purpose on the Proxy Form.

If:

the person acting as chairman of the Share Scheme Meeting must act as proxy under the appointment in respect of that item of business.

A Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half the votes. The Shares represented by proxy will be voted for, or against, or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for, and if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly.

If an attorney signs a Proxy Form on your behalf, a certified copy of the power of attorney under which the Proxy Form was signed must be received by the Share Registry at the same time as the Proxy Form (unless you have already provided a certified copy of the power of attorney to Nova Minerals).

Proxy appointments in favour of the chairman of the Share Scheme Meeting, the Nova Minerals company secretary or any Director which do not contain a direction will be voted in support of the Share Scheme Resolution at the Share Scheme Meeting.

A Shareholder who has deposited a Proxy Form may revoke it prior to its use, by an instrument in writing executed by a Shareholder or by his, her or their attorney duly authorised in writing or, if a Shareholder is a company, executed by a duly authorised officer or attorney in compliance with applicable law and deposited at the Share Registry by 10:00am (Sydney time) on Wednesday, 27 May 2026 or with the chairman of the Share Scheme Meeting on the day of, and prior to the start of, the Share Scheme Meeting. A Shareholder may also revoke a proxy in any other manner permitted by law.

To vote in person at the Share Scheme Meeting, a Shareholder or proxy, which is a body corporate, may appoint an individual to act as its representative.

Unless otherwise specified in the appointment, a representative acting in accordance with his or her authority, until it is revoked by the body corporate Shareholder, is entitled to exercise the same powers on behalf of that body corporate as that body corporate could exercise at a meeting or in voting on a resolution.

A certificate with or without the seal of the body corporate Shareholder, signed by two directors of that body corporate or signed by one director and one secretary, or any other document as the chairman of the Share Scheme Meeting in his sole discretion considers sufficient, will be evidence of the appointment, or of the revocation of the appointment, as the case may be, of a representative.

A Shareholder may appoint a person (whether a Nova Minerals Shareholder or not) as its attorney to attend and vote at the Share Scheme Meeting.

An instrument appointing an attorney must be in writing executed under the hand of the appointer or the appointer’s attorney duly authorised in writing, or if the appointer is a corporation, under its common seal (if any) or the hand of its duly authorised attorney or executed in a manner permitted by the Corporations Act. The instrument may contain directions as to the manner in which the attorney is to vote on a particular resolution(s) and subject to the Corporations Act, may otherwise be in any form as the Directors may prescribe or accept. A fax of a written power of attorney is valid provided it has been provided to Nova Minerals on the fax number in Section 4.2(b) by no later than 10:00am (Sydney time) on Wednesday, 27 May 2026. Such fax will be deemed to have been served on Nova Minerals upon the receipt of a transmission report confirming successful transmission of that fax.

ADS Holders as at a voting record date set by the ADS Depositary may instruct the ADS Depositary how to vote the number of deposited Shares their Nova Minerals ADSs represent. The ADS Depositary will notify registered ADS Holders of the Share Scheme Meeting and will send or make voting materials available to ADS Holders. Those materials will describe the matters to be voted on at the Share Scheme Meeting and explain how ADS Holders may instruct the ADS Depositary how to vote. ADS Holders that hold Nova Minerals ADSs through brokers or other securities intermediaries will receive notice and must give their instructions through their securities intermediaries. For instructions to be valid, they must reach the ADS Depositary by a date set by the ADS Depositary. The ADS Depositary will try, as far as practicable, subject to applicable laws and the Constitution, to vote or to have its agent vote the deposited Shares as instructed by ADS Holders. In any event, the ADS Depositary will not exercise any discretion in voting deposited Shares and will only vote as instructed. Brokers and other securities intermediaries will set their own cutoff dates and times to accept voting instructions from customers, which will be earlier than the instruction date set by the ADS Depositary.

Except by instructing the ADS Depositary as described above, ADS Holders will not be able to exercise voting rights directly unless they surrender their Nova Minerals ADSs, withdraw their underlying Shares and arrange to receive those Shares into their securities account in Australia (which is a process that typically takes one or two Business Days to complete). If ADS Holders wish to do this, but do not have a securities account in Australia, then they should contact their financial intermediary to make appropriate arrangements to receive the underlying Shares before the Record Date.

The Warrant Scheme Meeting, to approve the Warrant Scheme, is scheduled to be held at Ashurst Australia, Level 8, 39 Martin Place, Sydney, New South Wales, Australia 2000 on Friday, 29 May 2026 commencing at 10:30am (Sydney time) or the conclusion of the Share Scheme Meeting, whichever is later.

At the Warrant Scheme Meeting, the Warrant Scheme Resolution will be proposed and the Warrant Scheme Resolution must be approved by:

(Requisite Majority of Listed Warrantholders), for the Warrant Scheme to become Effective.

The Warrant Scheme Resolution is set out in the Notice of Scheme Meeting in Annexure H.

If you are registered as a Listed Warrantholder as at 7:00pm (Sydney time) on Thursday, 21 May 2026, you are entitled to vote on the Warrant Scheme Resolution at the Warrant Scheme Meeting.

Voting on the Warrant Scheme Resolution will be by poll.

As the Warrant Scheme Meeting is hybrid, if you wish to vote in person, you should attend the Warrant Scheme Meeting or participate virtually in the Warrant Scheme Meeting online. Investors can login to the meeting via the link www.virtualshareholdermeeting.com/NVA2026. If you wish to vote in person, you should attend the Warrant Scheme Meeting. You may also vote via phone at +1 631-690-6903.

Your personalised Proxy Form for the Warrant Scheme Meeting accompanies this Scheme Booklet.

You can appoint a proxy by completing and returning to Nova Minerals the enclosed Proxy Form for the Warrant Scheme Meeting according to one of the methods in the table below. Completed Proxy Forms for the Warrant Scheme Meeting must be received by no later than 10:00am (Sydney time) on Thursday, 21 May 2026 by one of the following methods:

If you are entitled to attend and cast a vote at the Warrant Scheme Meeting, you may appoint up to two proxies. A proxy may be an individual or a corporation but need not be a Listed Warrantholder. If you appoint two proxies each proxy may exercise half of your votes if no proportion or number of votes is specified.

If you appoint a proxy but attend the Warrant Scheme Meeting yourself, the rights of the proxy to speak and vote on your behalf at the Warrant Scheme Meeting will be suspended while you are present.

A Listed Warrantholder who wishes to submit a proxy has the right to appoint the chairman of the Warrant Scheme Meeting, or another person (who need not be a Listed Warrantholder) to represent him, her or them at the Warrant Scheme Meeting and vote on the Warrant Scheme Resolution, by inserting the name of their chosen proxy in the space provided for that purpose on the Proxy Form.

If:

the person acting as chairman of the Warrant Scheme Meeting must act as proxy under the appointment in respect of that item of business.

A Listed Warrantholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half the votes. The Listed Warrants represented by proxy will be voted for, or against, or withheld from voting in accordance with the instructions of the Listed Warrantholder on any ballot that may be called for, and if the Listed Warrantholder specifies a choice with respect to any matter to be acted upon, the Listed Warrants will be voted accordingly.

If an attorney signs a Proxy Form on your behalf, a certified copy of the power of attorney under which the Proxy Form was signed must be received by the Share Registry at the same time as the Proxy Form (unless you have already provided a certified copy of the power of attorney to Nova Minerals).

Proxy appointments in favour of the chairman of the Warrant Scheme Meeting, the Nova Minerals company secretary or any Director which do not contain a direction will be voted in support of the Warrant Scheme Resolution at the Warrant Scheme Meeting.

A Warrantholder who has deposited a Proxy Form may revoke it prior to its use, by an instrument in writing executed by a Warrantholder or by his, her or their attorney duly authorised in writing or, if a Listed Warrantholder is a company, executed by a duly authorised officer or attorney in compliance with applicable law and deposited with the chairman of the Warrant Scheme Meeting on the day of, and prior to the start of, the Warrant Scheme Meeting. A Warrantholder may also revoke a proxy in any other manner permitted by law.

To vote in person at the Warrant Scheme Meeting, a Listed Warrantholder or proxy, which is a body corporate, may appoint an individual to act as its representative.

Unless otherwise specified in the appointment, a representative acting in accordance with his or her authority, until it is revoked by the body corporate Listed Warrantholder, is entitled to exercise the same powers on behalf of that body corporate as that body corporate could exercise at a meeting or in voting on a resolution.

A certificate with or without the seal of the body corporate Listed Warrantholder, signed by two directors of that body corporate or signed by one director and one secretary, or any other document as the chairman of the Warrant Scheme Meeting in his sole discretion considers sufficient, will be evidence of the appointment, or of the revocation of the appointment, as the case may be, of a representative.

A Listed Warrantholder may appoint a person (whether a Listed Warrantholder or not) as its attorney to attend and vote at the Warrant Scheme Meeting.

An instrument appointing an attorney must be in writing executed under the hand of the appointer or the appointer’s attorney duly authorised in writing, or if the appointer is a corporation, under its common seal (if any) or the hand of its duly authorised attorney or executed in a manner permitted by the Corporations Act. The instrument may contain directions as to the manner in which the attorney is to vote on a particular resolution(s) and subject to the Corporations Act, may otherwise be in any form as the Directors may prescribe or accept. A fax of a written power of attorney is valid provided it has been provided to Nova Minerals on the fax number in Section 4.4(b) by no later than 10:00am (Sydney time) on Thursday, 21 May 2026. Such fax will be deemed to have been served on Nova Minerals upon the receipt of a transmission report confirming successful transmission of that fax.

The purpose of this Section 5 is to identify significant issues for you to consider in relation to the Schemes.

Before deciding how to vote at a Scheme Meeting, you should carefully consider the factors discussed below and the risk factors outlined in Section 9, as well as the other information contained in this Scheme Booklet (including the Independent Expert’s Report).

The Schemes will result in the acquisition of Nova Minerals by US Holdco, resulting in the re-domicile of the Nova Minerals Group to the United States so that the new holding company of the Nova Minerals Group (named Nova Minerals Corp) is a company incorporated in the State of Nevada, United States.

If the Schemes are implemented, US Holdco will:

The Schemes are subject to, among other conditions, approval by the Requisite Majority of Shareholders at the Share Scheme Meeting (in relation to the Share Scheme) and the Requisite Majority of Warrantholders at the Warrant Scheme Meeting (in relation to the Warrant Scheme) and approvals by the Court pursuant to section 411(4)(b) of the Corporations Act at the Second Court Hearing. For further details of this condition and the other conditions precedent to the implementation of the Schemes, refer to Sections 11.2 and 11.4.

If the Schemes become Effective, Nova Minerals will become a wholly-owned subsidiary of US Holdco and will request removal of Nova Minerals from the official list of ASX and Nasdaq as soon as possible after the Implementation Date. US Holdco will be admitted to the official list of ASX and NYSE, the US Holdco CDIs will be admitted for official quotation by ASX and the US Holdco Shares and US Holdco Listed Warrants will be listed on NYSE.

US Holdco has executed the Share Scheme Deed Poll pursuant to which US Holdco has agreed, subject to the Share Scheme becoming Effective, to acquire the Shares held by the Share Scheme Participants for the Share Scheme Consideration pursuant to the terms of the Share Scheme. Under the terms of the Share Scheme, the consideration will comprise of the following (Share Scheme Consideration):

If you are an Ineligible Foreign Shareholder or a Non-Electing Small Parcel Holder, the US Holdco CDIs which would have been issued in your name will be received by the Sale Agent and sold under the Sale Facility, with the gross proceeds (after deducting any taxes which may be required and which the recipient of the proceeds are responsible for) remitted to you (see Sections 5.3, 5.5 and 5.6 for more information).

If the Share Scheme becomes Effective, each Share Scheme Participant (or the Sale Agent on behalf of Ineligible Foreign Shareholder and Non-Electing Small Parcel Holders) will be issued the Share Scheme Consideration from US Holdco on the Implementation Date. As a result, on the Implementation Date:

As soon as reasonably practicable after the Implementation Date, US Holdco will send, or procure the sending of, evidence of ownership for US Holdco CDIs to Share Scheme Participants that held ASX listed Shares (except the Australian custodian of the ADS Depositary, Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders), and as soon as reasonably practicable after the Implementation Date send evidence of ownership for US Holdco Shares to ADS Holders and Share Scheme Participants that held OTC Shares.

If, pursuant to the calculation of your Share Scheme Consideration, you would be entitled to a fraction of a US Holdco Share, your entitlement will be rounded up to the number of US Holdco CDIs or US Holdco Shares that represent the nearest whole number. In particular, for the US Holdco CDIs, the nearest whole number represents a number of US Holdco CDIs that is wholly divisible by 12.

The value of the US Holdco CDIs or US Holdco Shares may increase or decrease after the Implementation Date if the market price of US Holdco Shares moves.

Details on certain Australian and United States tax considerations in relation to the Share Scheme Consideration can be found in Section 10.

The exchange ratio for the Share Scheme will effect an ‘implicit consolidation’ of the securities a Shareholder holds (on the Record Date), in that the existing Nova Minerals Shares will effectively be consolidated on a 12 to 1 basis on their replacement with new US Holdco Shares to be issued by US Holdco.

Accordingly, on implementation of the Share Scheme, US Holdco will have (subject to rounding) 1/12^th of the number of shares on issue (in the form of common stock) as compared with the number of Shares that Nova Minerals will have on issue on the Record Date.

Refer to Section 7.9 for the current Nova Minerals capital structure and Section 8.5 for the capital structure of US Holdco immediately following implementation of the Proposed Transaction.

US Holdco has executed the Warrant Scheme Deed Poll pursuant to which US Holdco has agreed, subject to the Warrant Scheme becoming Effective, to issue to each Warrant Scheme Participant three US Holdco Listed Warrants to be listed on NYSE for each one Nova Minerals Nasdaq Listed Warrant held by that Warrant Scheme Participant on the Record Date (Warrant Scheme Consideration) pursuant to the terms of the Warrant Scheme.

Every three US Holdco Listed Warrants issued as Warrant Scheme Consideration in accordance with the Warrant Scheme and the Warrant Scheme Deed Poll will:

Details on certain Australian and United States tax considerations in relation to the Warrant Scheme Consideration can be found in Section 10.

Accordingly, on implementation of the Warrant Scheme:

Restrictions in certain foreign countries may make it impractical or unlawful for US Holdco CDIs to be issued under the Share Scheme to Share Scheme Participants in those countries.

Shareholders whose address is shown in the Nova Minerals share register (for the purposes of the Share Scheme) on the Record Date as being in a jurisdiction outside the Eligible Jurisdictions, or a jurisdiction which US Holdco has determined, acting reasonably, is a place that it is unlawful or unduly onerous to issue the US Holdco CDIs will be regarded as Ineligible Foreign Shareholders for the purposes of the Share Scheme.

US Holdco is under no obligation to issue and allot, and will not issue or allot, any US Holdco CDIs to any Ineligible Foreign Shareholders. Instead, if the Share Scheme becomes Effective, the US Holdco CDIs to which the Ineligible Foreign Shareholders would otherwise have been entitled, will be issued to the Sale Agent, on trust for the Ineligible Foreign Shareholder, for sale on market through the Sale Facility. Refer to Section 5.6 for more information about the Sale Facility.

Share Scheme Participants who are not Ineligible Foreign Shareholders and who hold less than a Marketable Parcel of Nova Minerals Shares on the Record Date (being a parcel of Shares of less than A$500 based on the closing price on the last day of trading on ASX prior to the Record Date) will be regarded as Small Parcel Holders.

Small Parcel Holders may elect to opt out of participating in the Sale Facility and retain their ownership interest in the Nova Minerals Group by completing and returning the Small Parcel Holder Election Form (available on request from Automic, by contacting 1300 103 392 (within Australia) or +61 2 9068 1925 (outside Australia)), or making this election through the Automic Investor Portal, in accordance with the instructions on that form or portal page (Electing Small Parcel Holder). Electing Small Parcel Holders will be issued the Share Scheme Consideration in accordance with Section 5.2.

Small Parcel Holders who have not made a valid election by 7:00pm (Sydney time) on the Effective Date (Non-Electing Small Parcel Holders) will not be issued any US Holdco CDIs under the Share Scheme. Instead, if the Share Scheme becomes Effective, US Holdco will issue the US Holdco CDIs to which the Non-Electing Small Parcel Holder would otherwise have been entitled to the Sale Agent, on trust for the Non-Electing Small Parcel Holder, for sale on market through the Sale Facility. Refer to Section 5.6 for more information about the Sale Facility.

You may withdraw an election to opt out of participating in the Sale Facility by contacting the Share Registry to obtain a withdrawal form. The deadline for receipt of instructions to withdraw an election to opt out of participating in the Sale Facility is 7:00pm (Sydney time) on the Effective Date. If your valid instructions are not received by this time, you will be treated in accordance with your last valid election.

If you are an Ineligible Foreign Shareholder or a Non-Electing Small Parcel Holder, the entire Share Scheme Consideration that would otherwise have been issued to you will be issued to the Sale Agent, as your nominee on trust, for sale through the Sale Facility and you will be paid the gross proceeds in A$ dollars from the sale of all Share Scheme Consideration sold through the Sale Facility. Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders will be responsible for paying the applicable foreign exchange, stamp duty and other taxes and charges.

The Sale Agent will sell the US Holdco CDIs in such manner, on such financial markets, at such price and on such other terms as the Sale Agent determines in good faith.

The Sale Facility will operate as follows:

Each Ineligible Foreign Shareholder and Non-Electing Small Parcel Holder will be paid their pro rata share of the gross sale proceeds on an averaged basis so that all Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders will be paid the same A$ equivalent price per US Holdco CDI (subject to rounding down to the nearest whole cent (in Australian dollars)).

Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders will be paid the gross proceeds of the sale of their US Holdco CDIs as soon as practicable after implementation of the Scheme, by either:

As the market price of US Holdco CDIs will be subject to change from time to time, the sale price of the US Holdco CDIs and the proceeds of that sale cannot be guaranteed. Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders will be able to obtain information on the market price of US Holdco Shares on Nova Minerals’ website at https://novaminerals.com.au/.

Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders are encouraged to check their details on the Share Registry Investor Portal to ensure that their details are up to date to facilitate prompt receipt of their pro rata share of the gross proceeds of the sale of the US Holdco Shares issued to the Sale Agent.

To update your banking details, please follow the below steps:

If not prohibited by law, all instructions, notifications or elections by a Scheme Participant to Nova Minerals are binding or deemed binding between the Scheme Participant and Nova Minerals relating to Nova Minerals, Shares or Listed Warrants (including any email addresses, instructions relating to communications from Nova Minerals, notices of meetings, Australian bank account details or other communications from Nova Minerals) will be deemed from the Implementation Date (except to the extent determined otherwise by US Holdco in its sole discretion), by reason of the Schemes, to be made by the Scheme Participant to US Holdco until that instruction, notification or election is revoked or amended in writing addressed to US Holdco at its registered address, or to US Holdco’s CDI registry or US Holdco US transfer agent.

Your Directors believe that the Share Scheme is in the best interest of the Shareholders and the Warrant Scheme is in the best interest of Listed Warrantholders and unanimously recommend that:

Your Directors have formed their conclusion and made their recommendations on the Schemes based on the reasons outlined in Section 2.2.

In relation to the recommendations of the Directors, Shareholders and Listed Warrantholders should have regard to the fact that, if the Schemes are implemented, each Director will become entitled to the Share Scheme Consideration as Share Scheme Participants, as described in Section 12.1. The Directors consider that, despite these arrangements, it is appropriate for them to make recommendations on the Schemes.

Each Director who holds or controls Shares intends to vote those Shares in favour of the Share Scheme at the Share Scheme Meeting.

The reasons Shareholders or Listed Warrantholders might elect to vote against the Share Scheme or Warrant Scheme (as applicable) are set out in Section 2.3.

The Independent Expert has concluded that the Share Scheme is in the best interest of the Shareholders and the Warrant Scheme is in the best interest of the Listed Warrantholders.

The Independent Expert has formed this conclusion on the basis that the advantages of the Share Scheme and the Warrant Scheme outweigh the disadvantages.

The Independent Expert has opined that the advantages of the Share Scheme and the Warrant Scheme include the following:

The Independent Expert has opined that the disadvantages of the Share Scheme and the Warrant Scheme include the following:

As noted above, the opinion of the Independent Expert is that these advantages outweigh the disadvantages.

The Independent Expert’s Report is set out in Annexure A and should be read in its entirety, including the assumptions on which the conclusions are based.

You have the following five options in relation to your Shares and/or Listed Warrants. Nova Minerals encourages you to consider your personal risk profile, portfolio strategy, tax position and financial circumstances and seek appropriate professional advice before making any decision in relation to your Shares and/or Listed Warrants.

Your Directors unanimously recommend that Shareholders vote in favour of the Share Scheme subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interest of Shareholders. Your Directors also unanimously recommend that Listed Warrantholders vote in favour of the Warrant Scheme subject to the Independent Expert continuing to conclude that the Warrant Scheme is in the best interest of Listed Warrantholders. The reasons for your Directors’ unanimous recommendation are set out in Section 2.2.

If you are a Shareholder and wish to support the Share Scheme, you can do so by voting in favour of the Share Scheme Resolution at the hybrid Share Scheme Meeting online or in person.

If you are a Listed Warrantholder and wish to support the Warrant Scheme, you can do so by voting in favour of the Warrant Scheme Resolution at the hybrid Warrant Scheme Meeting online or in person.

For directions on how to vote at the Scheme Meetings, and important voting information generally, please refer to the voting and venue information in Section 4.

If, despite your Directors’ unanimous recommendations and the conclusion of the Independent Expert, you do not support the Share Scheme or the Warrant Scheme, you may vote against the Share Scheme Resolution at the Share Scheme Meeting or the Warrant Scheme Resolution against the Warrant Scheme Meeting (either online or in person, in each case, to the extent you are able to vote on those resolutions).

However, you should note that if all of the conditions to the Share Scheme are satisfied or waived (where applicable), the Share Scheme will bind all Shareholders, including those who voted against the Share Scheme Resolution at the Share Scheme Meeting and those who did not vote at all.

Similarly, if all of the conditions to the Warrant Scheme are satisfied or waived (where applicable), the Warrant Scheme will bind all Listed Warrantholders, including those who voted against the Warrant Scheme Resolution at the Warrant Scheme Meeting and those who did not vote at all.

In addition, if the Share Scheme is not approved, then Nova Minerals will effectively have two primary listed exchanges, ASX and Nasdaq while becoming a US domestic issuer. As a result, the trading of the ordinary shares on ASX and the ADSs on Nasdaq, and the transfers of ordinary shares into the ADS facility, will be subject to restrictions due to the conflicting requirements of ASX listing rules and U.S. securities laws applicable to Nova Minerals from 1 July 2026 following the loss of foreign private issuer status.

The Share Scheme does not preclude you from selling your Shares or ADSs on market for cash, if you wish, provided you do so before close of trading in Shares on ASX or OTC on the Effective Date (currently expected to be Wednesday, 3 June 2026) or, if you are an ADS Holder, selling some or all of your ADSs on Nasdaq before close of trading on Nasdaq on the trading day prior to (or on) Effective Date (currently expected to be Wednesday, 3 June 2026).

If you are considering selling your Shares on ASX or the OTC you should have regard to the prevailing trading prices and trade volumes of Shares at that time.

If you sell your Shares or ADSs on market for cash, as referred to above, you:

Listed Warrantholders may elect to exercise their Listed Warrants at any time prior to the Effective Date, which is expected to be 7:00pm (Sydney time) on Wednesday, 3 June 2026. Any Listed Warrantholders who exercise their Listed Warrants prior to the Effective Date will, in accordance with the terms of the applicable Listed Warrants, be issued Nova Minerals ADSs and will be eligible to participate in the Share Scheme (provided the relevant Shares are still held at the Record Date).

Listed Warrantholders may also sell some or all of their Listed Warrants on Nasdaq before the close of trading of the Listed Warrants on Nasdaq on the trading day prior to (or on) the Effective Date

If, despite your Directors’ unanimous recommendations and the conclusion of the Independent Expert, you decide to do nothing, you should note that:

Remember, if you want to receive the Share Scheme Consideration or the Warrant Scheme Consideration (as applicable), your vote is important. If you are a Shareholder and the Share Scheme is not approved by the Requisite Majority of Shareholders, the Share Scheme will not become Effective and you will not be entitled to receive any Share Scheme Consideration. Similarly, if you are a Listed Warrantholder and the Warrant Scheme is not approved by the Requisite Majority of Listed Warrantholders, the Warrant Scheme will not become Effective and you will not be entitled to receive any Warrant Scheme Consideration.

If the Share Scheme is implemented, all of the Shares held by ASX listed Share Scheme Participants at 7:00pm (Sydney time) on the Record Date will be transferred to US Holdco on the Implementation Date and in exchange, each Share Scheme Participant (or the Sale Agent on behalf of Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders) other than the Australian custodian of the ADS Depositary will be issued US Holdco CDIs listed on ASX. If you wish to sell the US Holdco CDIs issued to you, you may do so on ASX after the Implementation Date following US Holdco’s admission to the official list of ASX.

If the Share Scheme is implemented, all of the ADSs held by Nasdaq listed Share Scheme Participants and Shares held by OTC quoted Share Scheme Participants at 7:00pm (Sydney time) on the Record Date will be transferred to US Holdco on the Implementation Date in exchange for US Holdco Shares to be listed on NYSE. If you wish to sell the US Holdco Shares issued to you, you may do so on NYSE after the Implementation Date following US Holdco’s admission to the official list of NYSE.

If the Warrant Scheme is implemented, all of the Listed Warrants held by Warrant Scheme Participants at 7:00pm (Sydney time) on Record Date will be transferred to US Holdco on the Implementation Date and in exchange, each Warrant Scheme Participant will be issued US Holdco Listed Warrants listed on NYSE. If you wish to sell the US Holdco Listed Warrants issued to you, you may do so on NYSE after the Implementation Date following US Holdco’s admission to the official list of NYSE.

History

Nova Minerals was incorporated in Australia in January 1987. The Company was formerly known as Quantum Resources Limited and changed their name to Nova Minerals Limited in December 2017. Nova Minerals’ ordinary shares have been listed on ASX since 1987 and are currently listed under the symbol “NVA”. The ordinary shares of the Company are also quoted on the OTC Pink market under the symbol “NVAAF” and Frankfurt Stock Exchange under the symbol “QM3”. In addition, the Company’s ADSs and public warrants are listed on the Nasdaq Capital Market under the symbols “NVA” and “NVAWW”, respectively.

In 2017, the Company entered into a joint venture with AK Minerals Pty Ltd, or AK Minerals, for the Estelle Project in Alaska. The Estelle Project is encompassed by 803 Alaska State mining claims. All claims were acquired by our joint venture Partner by staking in Alaska with the Division of Mining, Land and Water, and the Alaska Department of Natural Resources. The mining claims are wholly owned by AKCM (AUST) Pty Ltd (AKCM (AUST), an incorporated joint venture 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 85% owned by Nova Minerals Ltd and 15% by AK Minerals Pty Ltd (AK Minerals) with a 2% net smelter royalty payable to AK Minerals over the property pursuant to a minerals royalty agreement.

Recent Developments

December 2025 Public Offering

On 23 December 2025, Nova Minerals announced the closing of an underwritten Nasdaq public offering of 2,928,300 ADSs, 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 US $20,000,000, before deducting underwriting discounts and offering expenses. In addition, Nova Minerals granted the underwriters a 45-day option to purchase up to an additional 439,245 ADSs to cover over-allotments (“Over Allotment ADSs”), if any.

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

The 35,139,600 ordinary shares, which are represented by the 2,928,300 ADS, were issued using the Company’s existing placement capacity pursuant to ASX Listing Rule 7.1. The Over Allotment ADSs, were issued in the first quarter of 2026 using the existing placement capacity pursuant to ASX Listing Rule 7.1.

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 have been filed with the SEC and are 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.

Nova Minerals is a dual ASX and Nasdaq-listed mining exploration stage company which is advancing one of the world’s largest undeveloped gold deposits into production and securing a US domestic supply of the critical mineral antimony. The company is focused on the exploration and development of the 514km² Estelle Gold and Critical Minerals Project (Estelle Project), located in Alaska, a tier-one mining jurisdiction.

Estelle hosts two defined multi-million-ounce gold resources, and more than 20 prospects distributed along a 35-kilometre mineralised trend, 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. In parallel, Nova is advancing its critical minerals strategy, fully-funded by a US$43.4 million US Department of War award to develop a domestic antimony supply chain, targeted for production in late 2026/2027.

The following table describes Nova Minerals’ corporate group structure as at the date of this Scheme Booklet.

At the date of this Scheme Booklet, the Directors are:

In addition, Nova Minerals is considering engaging an additional independent non-executive director in preparation for the completion of the Proposed Transaction and the listing of US Holdco on the NYSE.

Christopher Gerteisen

Mr. Gerteisen became Nova Minerals’ Chief Executive Office and a Director in September 2019. Mr. Gerteisen has served as manager of AK Custom Mining LLC subsidiary since 2017, Alaska Range Resources LLC subsidiary since 2022, and AK Operations LLC subsidiary since 2018. Mr. Gerteisen has served as director of Viridis Mining and Minerals from 2022 to 2023. He has also served as an advisor to Snow Lake Resources since 2022 and as a director of Rotor X Aircraft Manufacturing from 2020 to 2023. As CEO, he is responsible for all aspects of the Estelle 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 also 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 Porphyry 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.

Craig Bentley

Mr. Bentley joined Nova Minerals’ 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 and 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 the Company, Mr. Bentley is tasked with compliance and risk management, marketing, finance, as well as assisting with Nova Minerals’ strategy during the Company’s 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.

Richard Beazley

Non-Executive Chairman and Director. Mr. Beazley has served as Nova Minerals’ Non-Executive Chairman, Director Audit and Risk Committee and Remuneration and Nomination Committee, since July 23, 2024. Since September 2021, Mr. Beazley has served as CEO, Managing Director and Executive Director of Troy Resources Limited, a gold mining company. From August 2017 to October 2019, Mr. Beazley served as Chief Operating Officer of ASX listed Sandfire Resources NL, a copper mining company. From October 2008 to September 2011, Mr. Beazley served as General Manager of Consolidated Minerals. From June 2007 to August 2008, Mr. Beazley served as General Manager Southern Cross Operations of ASX listed St Barbara Limited. From January 2006 to June 2007, Mr. Beazley served as General Manager Nifty Copper Operations of Aditya Birla Group. Since February 2022, Mr. Beazley has served as Non-executive chairman of ASX listed Metals Grove Mining Ltd, a battery metals explorer. Since August 2022, Mr. Beazley has served as non-executive director of ASX listed Catalina Resources Ltd, a minerals exploration and mine development company. Since November 2021, Mr. Beazley has served as non-executive chair of Tiger Tasman Minerals Ltd, a mineral exploration and development company. Since October 2019, Mr. Beazley has served as a director of Hydrogen Energy Pty Ltd, a renewables and green energy provider. Since June 2013, Mr. Beazley has served as a director of Altair Mining Consultancy Pty Ltd, a mining consultancy company. From October 2018 to September 2021, Mr. Beazley served as a non-executive director of Troy Resources Limited, a gold mining company. From January 2012 to May 2013, Mr. Beazley served as Managing Director of ASX listed Peak Rare Earths Limited (f/k/a Peak Resources Ltd), an exploration company. Mr. Beazley is an internationally experienced mining professional and director with over 35 years of experience in senior corporate, operational and project development roles. He is a qualified Mining Engineer and has worked in a range of projects throughout Australia, Africa, North and South America, in both underground and open cut operations, producing gold, base metals and critical minerals. Mr. Beazley is a member of the Australian Institute of Company Directors (MAICD) and a member and CP of the Australasian Institute of Mining and Metallurgy (MAusIMM (CP)). Mr. Beazley received his B.E. (Mining) with Honors from the University of New South Wales and his MBA from APESMA and Deakin University.

Avi Geller

Mr. Geller has served as a member of Nova Minerals’ 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.

Chaim (Dovi) Berger

Mr. Dovi Berger has served as Nova Minerals Non-Executive Director and as a member of each of Nova Minerals Audit and Risk Committee and Remuneration and Nomination Committee, since July 1, 2025. During the past five years, Mr. Berger has served as Managing Attorney at Berger Law Firm LLC (July 2019 – Present), a New York-based law firm where he has been lead transactional counsel to a multi-strategy family office, overseeing deal structuring, negotiation, and execution across private equity, real estate, and specialty finance transactions. In addition, Mr. Berger has served as an Assistant Professor at Touro College (September 2007 – Present), teaching courses in accounting, finance, and law. Touro College is not a parent, subsidiary, or affiliate of the Company. Mr Berger received his Bachelor of Science in Accounting from Touro College in 2003, his Master of Science in Accounting from CUNY Queens College in 2010 and his Juris Doctor from Benjamin N. Cardozo School of Law in 2013.

At the date of this Scheme Booklet, the senior management personnel of Nova Minerals are:

Michael Melamed, the previous Chief Financial Officer, has resigned on 4 February 2026 and will leave Nova Minerals on 30 April 2026. Ian Pamensky has concluded his role as the interim Chief Financial Officer on 20 April 2026 and will continue to serve as the Company Secretary of Nova Minerals.

Since 20 April 2026, Ashlie Thorburn has taken on the role of Chief Financial Officer for Nova Minerals and US Holdco, and will assist in completing the Proposed Transaction.

Christopher Gerteisen

Refer to biography in Section 7.4(a).

Craig Bentley

Refer to biography in Section 7.4(a)

Ian Pamensky

Mr Pamensky has served as Company Secretary of Nova Minerals since September 18, 2019. He is a Chartered Accountant (CA ANZ), Fellow of the Governance Institute of Australia and a Fellow of FinSIA. He has over 30 years of experience working across a wide range of industries, from audit and funds management to mining and AgTech. Mr Pamensky has extensive financial, commercial, governance, corporate finance, and company secretarial expertise with significant experience as both a CFO and a Company Secretary across ASX-listed and unlisted entities.

He currently serves as Company Secretary of Loyal Metals Limited and Nova Minerals Limited.

Previous Company Secretary Roles include, Dotz Nano Limited, Viridis Mining and Metals Limited, Torian Resources Limited, Sky and Space Limited, eSense Lab Limited, Keybridge Capital Limited, Regal Resources Limited, Alliance Resources Limited and Octagonal Resources Limited.

Previous CFO Roles include, Complii Fintech Solutions, Keybridge Capital Limited, Regal Resources Limited, Alliance Resources Limited and Octagonal Resources Limited.

Ashlie Thorburn

Ms Thorburn is an accomplished finance executive with more than 20 years of experience in senior financial leadership roles, primarily within the mining industry, across both publicly listed and private companies. She has extensive expertise in establishing and managing SEC, TSX and ASX reporting, as well as financial reporting, audit and compliance, governance, investor relations support, and engagement with boards and audit committees. She has also played key roles in debt and equity financings, corporate strategy, and transactions including public listings and mergers and acquisitions.

Most recently, Ms Thorburn served as U.S. Finance Lead at Southwest Critical Materials, where she was responsible for the financial integration of acquisitions, budgeting, treasury management and private equity reporting. Prior to this, she was a Senior Manager at Armanino Advisory, advising clients on finance transformation, public company readiness and technical accounting matters.

Ms Thorburn previously held senior finance roles, including Vice President, Controller at Hycroft Mining, where she supported the company’s transition to a public entity and significantly improved financial reporting timelines and processes. She has also held Controller and Corporate Controller roles across a number of listed companies, with a strong track record in strengthening internal controls, enhancing reporting efficiency and supporting high-growth organisations.

Ms Thorburn holds a Bachelors in Accountancy from the University of Mississippi and is a Certified Professional Accountant.

Figure 1. Nova Minerals’ flagship Estelle Project is located in Alaska, a State with a long history of mining.

Project Description, Location and Access

The Estelle Gold and Critical Minerals Project properties lie approximately 150km northwest of Anchorage, Alaska’s largest city, with approximate UTM coordinates of 505,000 N and 6,860,000 W, UTM = NAD83 Zone 5, lying within National Topographic System (NTS) Map Sheet 63JSE13. The project property area comprises of 803 State of Alaska mining claims covering in aggregate of 127,102 acres (514km²)

The city of Anchorage has a major population, which provides essential services and a large labour 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 facilities, which are powered by diesel generators, an on-site sample processing facility, helipad for 2 helicopters, 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.

Easy access is currently available to the project via a winter road and by air. We anticipate access to be improved further by the proposed West Susitna Access Road, which would be an all-weather road situated on State land within the Matanuska-Susitna Borough and link the Project to port, rail and road infrastructure. 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 2026.

Figure 2. Property location map and infrastructure solutions for the Estelle Project

Mining Claims

The Estelle Project is encompassed by 803 Alaska State mining claims. All claims were acquired by Nova Minerals’ Joint Venture Partner (JVP) by staking in Alaska with the Division of Mining, Land and Water, and the Alaska Department of Natural Resources (DNR). The mining claims are wholly owned by AKCM (AUST) Pty Ltd (an incorporated joint venture 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 has historically been owned 85% by Nova Minerals Ltd and 15% by AK Minerals. Nova Minerals owns 85% of the property through the joint venture agreement and AK Minerals owns the remaining 15% along with a 2% net smelter royalty payable to AK Minerals over the property pursuant to a minerals royalty agreement. See section 7.1 of this Scheme Booklet for more information.

Under Alaska mining law AK Custom Mining LLC owns the rights to all locatable minerals discovered on and within the allocated claims. Mining claims may be located by what is known as aliquot part legal description, which is meridian, township, range, section, quarter section, and if applicable quarter-quarter section. These claims are known as MTRSC locations, and they are generally located using GPS latitude and longitude coordinates. A quarter section location is typically about 160 acres in size, and a quarter-quarter section location is typically 40 acres in size. Rent for the larger size is always four times greater.

Details of the mining claims are set in the table below:

All the mining claims are in good standing and to retain title to the property AK Custom Mining LLC must submit an affidavit of annual expenditure to the 1^st of September each year and pay the annual rents as calculated by the DNR by November 30 each year. The rental fees for the period September 1, 2025, to September 1, 2026, have been paid, and the claims have been renewed accordingly to September 1, 2026.

No other rights are held by any other company on the property and the claims are held to perpetuity as long as annual minimum expenditure requirements are met and the rents are paid on time each year. Reclamation must be completed annually and a reclamation report is submitted to the DNR.

As at December 31, 2025, the Company has total capitalized exploration and evaluation expenditure on the property of A$112,105,875 and the associated plant and equipment has a net value of A$4,711,445.

Figure 3. Claims tenement map of the Estelle Project – Map Coordinate System: UTM = NAD83 zone 5

The project area is district in scale and already hosts 4 large intrusion-related gold system (IRGS) deposits at Korbel Main, RPM North, RPM South and Cathedral, as well as over 20 identified gold prospects at varying stages of exploration, with 6 identified with co-incident antimony from surface sample results, including, Blocks C & D, Isabella, Sweet Jenny, You Beauty, Shoeshine, Shadow, Train, Trumpet, Discovery, Muddy Creek, Stoney, T5, Tomahawk, Trundle, Rainy Day, West Wing, Revelation, Portage Pass, NK, Stibium, Styx and Wombat. 

Figure 4. The Estelle Project – District scale with over 20 identified advanced gold prospects, including 6 identified with co-incident antimony from surface sample results – Map Coordinate System: UTM = NAD83 zone

Incorporated Joint Venture Agreement

On December 17, 2017, Nova Minerals Limited, and AK Minerals Pty Ltd for and on behalf of AKCM (AUST) Pty Ltd entered into a joint venture agreement (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 the 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.

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 (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.

Recent highlights from Nova Minerals’ operations include:

A Mineral Resources Estimate was announced to the market in April 2023 (MRE), reporting inferred, indicated and measured resources at defined cut-off grades across the RPM Complex and Korbel Complex. The results of the MRE are summarised below.

JORC compliant global mineral resource estimate (April 2023)

Notes:

Further exploration work has been carried out since the MRE, with results announced to the ASX. The MRE will be updated in due course to take into account those exploration results and support the ongoing Pre-Feasibility Study.

The information in this Scheme Booklet relating to the MRE is extracted from Nova Minerals’ ASX announcement dated 11 April 2023, entitled “Estelle Global Gold MRE Increases to 9.9 Moz Au” (MRE Announcement).

The information in this Scheme Booklet relating to Nova Minerals’ exploration results is extracted from the following ASX announcements:

The above announcements are available to view on Nova Minerals’ website at www.novaminerals.com.au and on the ASX website at www.asx.com.au.

Statement in respect of Minerals Resources and Exploration Results

Nova Minerals confirms that it is not aware of any new information or data that materially affects the information included in the above ASX announcements with respect to Nova Minerals’ MRE and exploration results, and, in respect of the MRE, all material assumptions and technical parameters underpinning the estimates in the MRE Announcement continue to apply and have not materially changed. Nova Minerals confirms that the form and content in which the Competent Persons’² findings are presented have not been materially modified from the above ASX announcements.

The selected historical financial information in this Section has been extracted from Nova Minerals’ audited consolidated financial statements for the financial years ended 30 June 2023, 30 June 2024 and 30 June 2025, and from Nova Minerals’ unaudited consolidated financial statements for the half-year ended 31 December 2025.

The information in this Section is a summary only and has been prepared solely for inclusion in this Scheme Booklet. Nova Minerals’ full financial accounts are available on its website, https://novaminerals.com.au/, or by requesting a copy from Nova Minerals’ Company Secretary at info@novaminerals.com.au

Consolidated Statement of Profit or Loss and Other Comprehensive Income/(Loss)

Below is a summary of Nova Minerals’ audited Consolidated Statement of Comprehensive Income for the years ended 30 June 2023, 30 June 2024 and 30 June 2025:

² Being Mr Joanathan Abbott (in the case of the MRE) and Mr Hans Hoffman (in respect of the exploration results) as set out in the above ASX announcements.

Consolidated Statement of Financial Position

Below is a summary of Nova Minerals’ audited Consolidated Statement of Financial Position as at 30 June 2024 and 30 June 2025: