UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2024
Commission
File Number 001-42132
NOVA
MINERALS LIMITED
(Translation
of registrant’s name into English)
Suite
5, 242 Hawthorn Road,
Caulfield,
Victoria 3161
Australia
+61 3 9537 1238
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F ☐ Form 40-F
NOVA
MINERALS LIMITED
EXPLANATORY
NOTE
On
September 19, 2024, Nova Minerals Limited (the “Company”) entered into a Variation Agreement with Nebari Gold Fund 1, LP
(“Nebari”) to amend certain terms of the Nebari loan facility (the “Variation Agreement”). The terms of the Variation
Agreement are that, subject to shareholder approval at the Annual General Meeting of the Company to be held in November 2024, the Company
will have the option (but not the obligation) to extend the repayment date of the facility by 12 months to November 29, 2026 by giving
Nebari notice of its option to extend by November 29, 2024 and the conversion price of the facility will be reduced to A$0.25. In addition,
the Variation Agreement provides that the financial covenant under the convertible loan facility requiring us to maintain a minimum month-end
consolidated cash balance of at least US$2,000,000 was reduced to A$1,000,000 upon signing of such agreement without shareholder approval.
The
foregoing description of the Variation Agreement does not purport to be a complete description of the rights and obligations of the parties
thereunder and is qualified in its entirety by reference to the full text of the form of such agreement, a copy of which is attached
hereto as Exhibit 10.1.
Attached
to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Nova Minerals Limited dated September 20, 2024, titled “Nova
Minerals Limited Provides an Update on the RPM Feasibility Study and Variation to the Nebari Convertible Facility.”
This
report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange
Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such filing.
Financial
Statements and Exhibits.
The
following exhibits are being filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
NOVA
MINERALS LIMITED |
| |
|
| Date:
September 20, 2024 |
By: |
/s/
Craig Bentley |
|
|
|
| |
Name: |
Craig
Bentley |
| |
Title: |
Director of Finance
and Compliance and Director |
Exhibit
10.1
VARIATION
AGREEMENT
THIS
AGREEMENT is made on September 19, 2024
PARTIES
NOVA
MINERALS LIMITED [ACN 006 690 348] of Suite 602,566 St Kilda Roda, Melbourne, VIC, 3004 (Borrower)
NEBARI
GOLD FUND 1, LP of 667 Madison Avenue, 5th Floor New York, NY 10065 (Lender)
(each
a Party and together the Parties)
RECITALS
| (A)
|
The
Parties entered into a Loan Agreement dated 21 November 2022 (Loan Agreement). |
| |
|
| (B) |
The
Loan Agreement was subsequently varied by way of a letter waiver dated 17 June 2023 (Waiver) and by deed of variation dated
6 March 2024 (First Variation). |
| |
|
| (C) |
The
Parties have agreed to vary the Loan Agreement (as amended by the Waiver and First Variation) on the terms set out in this Agreement.
|
OPERATIVE
PART
In
this Agreement, including the recitals, unless the context requires otherwise defined terms (identified with capitalised words) have
the same meaning as given to them in the Loan Agreement and/or the Waiver.
| |
(a)
|
The
variations referred to in clauses 4.1 and 4.2 of this Agreement are subject to, and take effect from the date on which, the Borrower
obtains all necessary shareholder and regulatory approvals required to give effect to this Agreement (Effective
Date). The Borrower undertakes to seek the required shareholder and regulatory approvals by no
later than 30 November 2024 (being the final statutory date for its 2024 annual general meeting however intends to hold the annual
general meeting prior to this date). |
| |
|
|
| |
(b)
|
The
Borrower will provide the Lender with notice of the success or failure of this condition in a timely manner. |
| |
|
|
| |
(c)
|
In
the event the condition is not met, the Borrower will do all things reasonably necessary to ensure that its capacity to issue Nova
Shares under the Lender Conversion Right is available under the Borrower’s capacity to issue Nova Shares without shareholder
approval under the ASX Listing Rules. |
The
Lender acknowledges that on 19 September 2024 the Borrower exercised the Waiver Right while the Borrower seeks shareholder approval to
increase its placement capacity, and seeks approval for the variations set out below, to allow the conversion of the Conversion Amount
in circumstances where the Borrower intends to conduct a further proposed capital raise in the USA.
From
the Effective Date, the Parties agree that the Borrower shall have the right (but not the obligation), which right may be exercised by
the Borrower giving written notice to the Lender, prior to 29 November 2024, to extend the Maturity Date to no later than 29 November
2026.
From
the Effective Date, the Parties agree that the Conversion Price is amended to be A$0.25, subject to adjustments which may be made in
accordance with clause 6.8, 6.9 and 6.10 of the Loan Agreement.
From
the date of this Agreement, the minimum month-end consolidated cash balance of the Group required under clause 13.3(a) of the Loan Agreement
be reduced to AU$1,000,000, such that clause 13.3(a) as amended reads as follows:
“(Minimum
Liquidity) a minimum month-end consolidated cash balance of at least AU$1,000,000;”
This
Agreement is governed by the laws of, and the Parties submit to the non-exclusive jurisdiction of, the Courts of Victoria.
This
document may consist of a number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.
A counterpart signed by a party and delivered by way of facsimile or PDF attachment to email will constitute effective execution by that
party.
EXECUTED
| EXECUTED
by NOVA MINERALS LIMITED [ACN 006 690 348] in accordance with section 127 of the Corporations Act: |
)
)
)
) |
|
| /s/
Craig Bentley |
|
/s/
Ian Pamensky |
| Signature
of Director |
|
Signature
of Secretary |
| |
|
|
| Craig
Bentley |
|
Ian
Pamensky |
| Name
of Director |
|
Name
of Secretary |
| |
|
(delete
if/as not applicable) |
| EXECUTED
by NEBARI GOLD FUND 1, LP, in a manner authorised by its constituent documents, in the presence of: |
)
)
)
)
) |
|
| /s/
Roderick van Losenoord |
|
/s/
Clark Gillam |
| Signature of Witness |
|
Signature of Authorised
Signatory |
| |
|
|
| Roderick
van Losenoord |
|
Clark
Gillam |
|
Name
of Witness |
|
Name
of Authorised Signatory |
Exhibit
99.1
Nova
Minerals Limited Provides an Update on the RPM Feasibility Study and Variation to the Nebari Convertible Facility
Caufield,
Australia, September 20, 2024 — Nova Minerals Limited (“Nova” and the “Company”) (NASDAQ:
NVA) (ASX: NVA) (FRA: QM3), a gold and critical minerals exploration stage company focused on advancing the Estelle Gold Project in Alaska,
U.S.A., is pleased to advise the Company has executed a variation agreement with its largest institutional shareholder and convertible
note holder Nebari Gold Fund 1, LP (Nebari) to reduce the month end cash covenant required under the previously announced loan agreement
dated 21 November 2022 from US$2m to A$1m, and with the option to extend the convertible facility for a further 12 months out to 29 November
2026. In addition to the recent US NASDAQ listing, the freeing up of this additional ~A$2m gives the Company the ability to accelerate
the RPM early start up option to a Feasibility Study (FS) for delivery in 2025 by undertaking internal optimization studies aimed to
investigate how it can potentially generate as much early cashflow as possible to organically fund the Company’s expansion plans
across the Estelle Project. It also gives the Company the ability to continue its advanced discussions with the US Dept. of Defense (DoD)
in relation to potentially establishing a starter antimony operation at Stibium in parallel.
Further
details in respect to the variations of the Nebari convertible facility agreement are set out below.
Nova
CEO, Mr Christopher Gerteisen commented: “It is a pleasure to work with Nebari, our largest institutional shareholder and note
holder, who have shown strong support and indicated an unwavering commitment towards advancing the project through to production. We
are certainly both aligned with the current fast track RPM FS completion strategy aimed at achieving production as soon as possible.
Working together we have now freed up more than US$1.3m in cash to strengthen our financial position to facilitate this effort to deliver
a lower capex, high margin, scale-able project focused initially on development of the RPM gold deposit to generate free cash flow as
soon as possible to enable future growth across the larger Estelle Project area. With the continued support of Nebari, and all of our
shareholders, we will work together for the ongoing progress and success of the Company as we continue to advance on our path towards
commercial production.”
Nebari
Senior Managing Director, Mr Roderik van Losenoord adds: “We are very pleased to be supporting Nova and its Estelle Project, as
the company explores routes to develop RPM. Support and partnership is what the Nebari-lending relationship with our borrowers is all
about.”
With
an already defined multi-million ounce gold resource across 4 deposits, the Estelle Project has development optionality in terms of initial
project size and scale. The PFS currently underway is considering a strategy to achieve production with a scalable operation, subject
to market conditions and strategic partners, by;
| 1. |
Establishing
an initial lower capex smaller scale operation at the high-grade RPM deposit for potential near term cashflow at high margins to
self-fund expansion plans; and/or |
| |
|
| 2. |
Develop
the higher capex larger mining operation with increased gold production, cash flow, and mine life, which is of interest to potential
future large gold company strategic partners. |
| |
|
| 3. |
With
China announcing export restrictions on antimony, the Stibium Antimony-Gold Prospect is being advanced and investigated as an additional
small scale, stand-alone, quick start up cash flow opportunity, with potential US Dept. of Defense (DoD) support. |
Nebari
Convertible Note Variation
| 1. |
Nebari
Gold Fund 1, LP continues to hold all its equity and remains a top 20 supporting shareholder. Nebari also continues to be a potential
future funding partner for the lower capex, higher margin RPM project development currently going through PFS. |
| |
|
| 2. |
The
variation agreement allows Nova an additional ~A$2m in free cashflow to further advance the project, with the minimum month-end
consolidated cash balance of the Group required under the current loan agreement being reduced from US$2m to A$1m. |
| 3. |
The
variation agreement allows Nova to extend the term of the convertible facility by written notification prior to 29 November 2024,
by an additional 12 months to 29 November 2026, at its option, subject to shareholder approval. |
| |
|
| 4. |
In
return for Nebari’s support in reducing the month end cash covenant and providing Nova with the option to extend the convertible
facility for an additional 12 months, Nova has agreed to amend the conversion price from A$0.53 to A$0.25, subject to shareholder
approval. |
About
Nova Minerals Limited
Nova
Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project,
comprised of 514 km2 of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized
corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill
ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km
northwest of Anchorage, Alaska, USA, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented
gold endowment and some of the world’s largest gold mines and discoveries including, Barrick’s Donlin Creek Gold Project
and Kinross Gold Corporation’s Fort Knox Gold Mine. The belt also hosts significant Antimony deposits and was a historical North
American Antimony producer.
Further
discussion and analysis of the Estelle Gold Project is available through the interactive Vrify 3D animations presentations and videos
all available on the Company’s website.
www.novaminerals.com.au
Forward-Looking
Statements
Certain
statements made in this announcement are forward-looking statements including with respect to the creation of a trading market for ADSs
representing the Ordinary Shares in the United States. These forward-looking statements are not historical facts but rather are based
on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such
as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates” and similar expressions are intended to identify forward-looking statements. These statements are not guarantees
of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s
control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking
statements, including if the Company’s registration statement is not declared effective by the SEC. The Company cautions security
holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the
Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of
the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory authority.
For
Additional Information Please Contact
Craig
Bentley
Director
of Finance & Compliance & Investor Relations
E:
craig@novaminerals.com.au
M:
+61 414 714 196
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