Highlights

  • Nova prices 2.93 million ADS at USD 6.83 per ADS, raising about USD 20 million.
  • Proceeds allocated to Estelle Project exploration, studies, permitting, and early development.
  • Shares issued under existing ASX Listing Rule 7.1 placement capacity.

Nova Minerals Limited (ASX:NVA) a gold and critical minerals exploration-stage company, has announced the pricing of an underwritten public offering on the Nasdaq, raising gross proceeds of approximately USD 20 million (about AUD 30.2 million), before underwriting discounts and offering-related expenses. The capital raise is linked to the company’s ongoing focus on advancing the Estelle Gold and Critical Minerals Project in Alaska, United States.

Structure of the Offering
The offering comprises 2,928,300 American Depository Shares (ADS), with each ADS representing 12 fully paid ordinary shares. The ADS were priced at USD 6.83 each, implying the issuance of 35,139,600 new ordinary shares. In addition, Nova has granted the underwriters a 45-day option to acquire up to 439,245 additional ADS to cover potential over-allotments, should they occur.

The shares will be issued using the company’s available placement capacity under ASX Listing Rule 7.1. An Appendix 3B detailing the issuance is expected to be released to the ASX in parallel with the announcement. Any shares associated with the over-allotment option will also be issued under the same existing placement capacity.

Use of Funds
According to the company, the proceeds from the offering are intended to be applied toward planned exploration and development activities at the Estelle Project. These activities include further drilling and exploration programs, feasibility and environmental studies, camp expansion, and the pursuit of permits and regulatory approvals. Funding is also earmarked for initial development activities, alongside general corporate purposes and working capital requirements.

Timing and Regulatory Framework
The transaction is scheduled to complete on December 22, 2025, pending the fulfilment of standard closing conditions. The securities are being offered pursuant to a prospectus supplement to Nova’s shelf registration statement on Form F-3, which was filed with the U.S. Securities and Exchange Commission (SEC) on December 11, 2025, and declared effective on December 17, 2025. The final prospectus supplement is expected to be filed with the SEC on December 19, 2025 (USET).

Advisers and Compliance
Nova has confirmed that it remains in compliance with ASX Listing Rule 3.1 and that the prospectus contains no material information requiring disclosure under that rule. The company also noted that the securities are being offered only by means of a written prospectus, in accordance with applicable securities laws.

Share Price Snapshot
NVA was trading 12.621% lower at AUD 0.900 per share as of 19 December 2025.