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:
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
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 5th, 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”).
