UNDERWRITING AGREEMENT between NOVA MINERALS LIMITED and THINKEQUITY LLC as Representative of the Several Underwriters NOVA MINERALS LIMITEDUnderwriting Agreement • July 5th, 2024 • Nova Minerals LTD • Gold and silver ores • New York
The undersigned, Nova Minerals Limited, an Australian public company limited by shares (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Nova Minerals Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
NOVA MINERALS LIMITED AND THE BANK OF NEW YORK MELLONDeposit Agreement • May 28th, 2024 • Nova Minerals LTD • Gold and silver ores • New York
DEPOSIT AGREEMENT dated as of __________, 2024 among NOVA MINERALS LIMITED, an Australian public company limited by shares (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
FORM OF CERTIFICATED WARRANT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES NOVA MINERALS LIMITEDWarrant Agreement • July 5th, 2024 • Nova Minerals LTD • Gold and silver ores • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. New York City time on [________________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nova Minerals Limited, an Australian public company limited by shares (the “Company”), up to _____________ Ordinary Shares, no par value per share (the “Ordinary Shares”)(as subject to adjustment hereunder, the “Warrant Shares”), represented by American Depositary Shares (“ADSs”), each ADS representing 60 Ordinary Shares (subject to adjustment hereunder, the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This
UNDERWRITING AGREEMENT between NOVA MINERALS LIMITED and THINKEQUITY LLC as Representative of the Several Underwriters NOVA MINERALS LIMITEDUnderwriting Agreement • September 19th, 2024 • Nova Minerals LTD • Gold and silver ores • New York
The undersigned, Nova Minerals Limited, an Australian public company limited by shares (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Nova Minerals Limited, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 19th, 2024 • Nova Minerals LTD • Gold and silver ores • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________ (the “Issuance Date”) between Nova Minerals Limited, an Australian public company limited by shares (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Support and Voting AgreementSupport and Voting Agreement • October 25th, 2022 • Nova Minerals LTD • Miscellaneous metal ores • Victoria
This agreement (the “Agreement”) is made and entered into as of October 23, 2022, by and among each of the parties listed on Exhibit A hereto (each, an “Requisitioning Shareholder” and collectively, the “Requisitioning Shareholders” and Nova Minerals Limited, an Australian corporation (the “Investor”). The Investor and each of the Requisitioning Shareholders are each herein referred to as a “party” and collectively, the “parties.”)
VARIATION AGREEMENTVariation Agreement • September 20th, 2024 • Nova Minerals LTD • Gold and silver ores
VARIATION AGREEMENTVariation Agreement • April 15th, 2024 • Nova Minerals LTD • Gold and silver ores • Victoria
NEBARI GOLD FUND 1, LP of 667 Madison Avenue, 5th Floor, New York, New York 10065, United States (Lender) (each a Party and together the Parties)
Minerals Royalty AgreementMinerals Royalty Agreement • April 15th, 2024 • Nova Minerals LTD • Gold and silver ores
Background A. The Payee and Nova Minerals Limited, an ASX-listed public company (Nova), are the two shareholders of the Guarantor. The Payer is a wholly-owned subsidiary of the Guarantor. The parties to this agreement, together with Nova, have entered into an Incorporated Joint Venture Agreement dated 17 December 2017 under which Nova and the Payee have agreed to associate themselves as an incorporated joint venture (with the Guarantor as the joint venture vehicle) to conduct exploration and mining operations on the Mining Rights, and which confers, among other things, the Payee’s right to a royalty.
JOINT FILING AGREEMENTJoint Filing Agreement • May 26th, 2022 • Nova Minerals LTD • Miscellaneous metal ores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Shares of Snow Lake Resources Ltd. beneficially owned by each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.
NOVA MINERALS LIMITED ACN 006 690 348 AK MINERALS PTY LTD ACN 620 650 786 AKCM (AUST) PTY LTD (a company to be registered)Incorporated Joint Venture Agreement • April 15th, 2024 • Nova Minerals LTD • Gold and silver ores • Victoria
AK MINERALS PTY LTD ACN 620 650 786 for and on behalf of AKCM (AUST) PTY LTD, a new company to be registered in Australia of 13 Marengo Ave, Figtree NSW 2525 (JVCo).
Variation AgreementVariation Agreement • June 24th, 2024 • Nova Minerals LTD • Gold and silver ores
The parties entered into a Loan Agreement dated 21 November 2022 (Loan Agreement). The Loan Agreement was varied by way of a letter waiver dated 17 June 2023 and further varied by a Variation Agreement dated 6 March 2024.
ContractTemporary Waiver Agreement • September 19th, 2024 • Nova Minerals LTD • Gold and silver ores
Temporary waiver of Clause 6, Conversion Rights, in the loan agreement dated 21 November 2022 between Nova Minerals Limited (Nova) and Nebari Gold Fund 1, LP (Agreement)
