Exhibit 99.1

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Contents

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Message from the CEO, Christopher Gerteisen   Dear Fellow Shareholders,    As a proud Alaskan, it has long been my dream to unlock the extraordinary resource potential of this great state — responsibly, sustainably, and in a way that creates lasting value for our communities, shareholders, and the nation. Today, that vision is coming to life.

In 2025, Nova Minerals has made transformative progress on all fronts, advancing our flagship Estelle Gold and Critical Minerals Project into a new phase of scale, opportunity, and national significance.

Our recent engagement with Alaska Governor Mike Dunleavy underscores our shared commitment to building the infrastructure foundation needed to realize this project’s full potential. The West Susitna Access Road, Port Mackenzie upgrade, and Alaska LNG (AKLNG) are more than just physical enablers — they are strategic pillars that support year-round access, global logistics, and clean energy for processing operations at Estelle. These projects are not only good for Nova, but they are also good for Alaska too.

This alignment is reinforced by two landmark Presidential Executive Orders issued in 2025, calling for urgent action to unleash Alaska’s resource potential and secure American mineral production. Nova is proud to be answering that call with real, measurable results.

From a technical standpoint, 2025 has also been a year of breakthrough developments.

At the RPM Deposit, we achieved outstanding gold recoveries through a multi-stream approach. Low-grade material saw a 4.3× upgrade through ore sorting (from 1.32 g/t to 5.72 g/t), while heap leach testing delivered up to 68.7% gold recovery — highlighting a potential scalable, low-cost path forward. For high-grade ore, our CIP/CIL circuits are being optimized to maximize recoveries and throughput for the upcoming Pre-Feasibility Study.

Meanwhile, our Styx Antimony Prospect has emerged as a strategic asset in its own right. In 2025, we completed ore sorting trials that returned a 60.3% antimony concentrate (from 26.1% of mass), representing a 2.3× upgrade — and achieved 52.5% gold recovery in the tails. This positions Nova to potentially deliver a domestic supply of a defense-critical mineral, right at a time when global demand and geopolitical pressure are intensifying. But our ambitions go even further.

Our long-term vision is to unlock an entirely new, world-class mineral trend in Alaska — on par with the Carlin Trend in Nevada — capable of hosting multiple large-scale mines across a district that is still in its infancy. Nova’s Estelle Project has the underlying resources, scale, and scope to unlock a trend of this magnitude. The geological footprint of Estelle, combined with recent drill results and ongoing resource growth, demonstrates the vast potential for multiple, large-scale gold and critical mineral discoveries. This potential places us at the forefront of a globally significant mining province in the making.

We are not just developing a gold project — we are building a dual-commodity critical minerals and gold hub, underpinned by robust infrastructure, low-cost scalability, and deep national relevance.

Looking ahead, our focus remains clear: continue de-risking and growing Estelle, progressing toward production, and delivering value through smart development, innovation, and partnerships. We are grateful for the continued support of our shareholders, indigenous partners, local communities, and government stakeholders.

Nova’s journey is just beginning — and I’m honoured to lead a team that shares my passion for Alaska and our mission to help build a secure, sustainable resource future for all.

Christopher Gerteisen

CEO and Executive Director

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Review of Operations

Dual Commodity Focus – Gold and Antimony in Alaska

Following the discovery of the rare critical mineral antimony — of which the U.S. currently has no domestic supply and China recently imposed a complete export ban — across multiple prospects within the Estelle claim blocks last year, and further high-grade findings from this year’s surface sampling program, Nova is now focused on a dual commodity strategy with a vision to:

Develop Estelle to become a world-class, tier-one, global gold producer, and to help secure a U.S domestic supply chain for the strategic mineral antimony, from mining to a refined product.

To realize this vision, the Company is progressing both the gold Pre-Feasibility Study (PFS) for a starter mine at RPM and an updated scoping study for the broader Estelle project, which includes Korbel. In parallel, the Company is advancing U.S. government grant initiatives that could potentially accelerate the development of its antimony assets into near-term production. Independent resources expert RFC Ambrian has recognized the project as one of only nine potentially viable near-term antimony projects worldwide. Nova was a pioneer in recognizing the potential of its antimony assets, building strong relationships with both state and federal government departments, and is now well advanced in the U.S. government grants process.

The company is also exploring opportunities to capitalize on the recent U.S. government initiatives to boost domestic mineral production, with a particular focus on the presidential action aimed at unlocking Alaska’s vast resource potential, to potentially accelerate the timeline for getting Estelle into production.

Figure 1. Estelle’s gold and antimony assets

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Figure 2. Nova’s antimony vision – From mining to a refined product in Alaska

2024 Drill Program Results 

In the first half of the 2025 financial year, Nova conducted a focused 21-hole reverse circulation (RC) drilling program in the RPM starter pit area using the company’s own drill rig. The primary goal of this shallow drilling, performed on a new pad (Pad 24-1) between the previous RPM North pads, was to confirm near-surface mineralization at depths of less than 50 meters to support the ongoing Pre-Feasibility Study (PFS) for the RPM starter mine.

The 2024 infill and step-out drilling program successfully expanded the high-grade core zone at RPM North to surface, with over 20 significant broad intercepts grading >5 g/t Au, and a high of 52.7 g/t Au. All holes ended in mineralization, with significant results including (ASX Announcements: 9,16, and 23 October 2024) :

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Figure 3. 3D Vrify model looking at RPM North with 2024 drill result highlights

Figure 4. RPM area showing the potential RPM starter pit and the Valley zone

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The secondary objective of the 2024 shallow drill program was to expand drilling to the south and southwest of the current RPM North resource, aiming to explore a potential connection with the RPM Valley zone, located approximately 150 meters to the southwest (Figure 4). Recent geological mapping in this area has identified highly prospective mineralized intrusive rocks, supported by anomalous surface sample results. Drilling results from holes RPMRC-24001 to RPMRC-24004 (summarized below) suggest that the RPM North deposit remains open towards the south-southwest and may be linked to the RPM Valley zone. These encouraging results support the case for follow-up diamond drilling, now being conducted, to further evaluate the significant potential for resource expansion.

New Gold and Antimony Discoveries from an Extensive Surface Exploration Program

During the 2024 field season Nova’s Head of Exploration, Mr Hans Hoffman, undertook another extensive surface exploration mapping and sampling program across the entire Estelle Project focused on gold and antimony and comprising of 511 soil samples, 225 rock samples, and 5 tons of bulk sample material. This program resulted in a number of significant new discoveries of both gold and antimony including:

2025 Exploration and Drill Program

In mid-June 2025, Nova commenced an up to 15,000m drill program which will concentrate on advancing the RPM and Korbel gold deposits toward feasibility and permitting, while also initiating a maiden resource at the Stibium prospect for both gold and antimony (ASX Announcement: 30 May and 11 June 2025). To ensure cost efficiency, the 2025 drilling campaign will utilize two diamond drill rigs alongside the Company-owned reverse circulation (RC) rig. The program is scheduled to run for approximately three months during the Alaskan summer.

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Approximately 10,000m of drilling is planned at RPM, with four primary objectives:

Figure 5. 2025 drill target areas at/near the RPM deposit

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Figure 6. 2025 exploration drill targets outside the main RPM deposit zone

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Approximately 3,000m of drilling is planned at the Stibium prospect, targeting the establishment of a maiden mineral resource estimate for both gold and antimony. This target will be expanded to include further diamond drill rigs if the Company is successful in its application for U.S. Department of Defense funding to fast track its antimony assets (Figures 7 and 8).

Figure 7. Antimony soils heat map with rock samples highlighting resource drill targets

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Figure 8. Gold soils heat map with rock samples highlighting resource drill targets

Approximately 2,000m of drilling is planned at Korbel, where Nova has already defined a multimillion-ounce, bulk-tonnage gold resource. This campaign will primarily focus on evaluating a potential higher-grade starter pit at Korbel Main (Figure 9), with the flexibility to extend the drilling to additional high-priority targets across the broader valley.

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Figure 9. Map of the Korbel Valley area showing potential 2025 drill targets

An extensive regional surface exploration program will run in parallel with drilling, with field teams conducting geological mapping, geochemical sampling, and target delineation across the broader Estelle Project area. This work will specifically focus on identifying and advancing new high-priority prospects to support future resource growth. High-priority areas will include adding coverage north of Korbel, increasing sample density between Portage Pass and Tomahawk, and follow-up mapping and sampling at West Wing, Styx, and the greater Train area (Figure 10). Korbel, West Wing, and Styx all offer a good opportunity to discover increased mineralization near the intrusive/hornfels (Kahiltna Flysch) contacts. In addition, infill sampling will be conducted at RPM and Styx.

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Figure 10. Map of the Estelle project highlighting areas for surface sampling work in 2025

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Sale of Snow Lake Resources Ltd

On 31 December 2024 Nova sold its entire investment of 6.6 million shares in Snow Lake Resources realizing US$6.73M (A$10.85M) in gross proceeds, or US$6.53M (A$10.5M) net of sale costs.

Conversion of Nebari Convertible Loan

On 8 January 2025 Nebari Gold Fund 1, LLP converted the full outstanding balance of the Nebari convertible loan note of US$5.42M (A$8.75M) into ordinary shares in the Company at A$0.25c per share in accordance with the terms of the Nebari Note, which was approved by shareholders at the Company’s Annual General Meeting held on 14 November 2024. With the conversion, which resulted in the Company issuing Nebari with 35,007,644 shares on 13 January 2025, the Company is now debt free and funded to progress its gold and antimony assets.

Results of Operations

The following tables sets forth a summary of our audited consolidated results of operations for the years ended June 30, 2025 and 2024. The information should be read together with the audited consolidated financial statements and related notes contained elsewhere in this annual report. Historical results presented below are not necessarily indicative of the results that may be expected for any future period.

In accordance with IFRS accounting standards, we capitalize our exploration and evaluation expenditure which comprises of all costs associated with our exploration programs including, but not limited to drilling, metallurgical work, project consulting, camp costs, sample analysis, and mine studies, in the statement of financial position. During the year ended June 30, 2025, we conducted a small drill program using our owned reverse circulation (RC) drill rig, as well as commenced a much larger drill program near the end of the financial year, along with conducting another extensive surface sampling program across the Estelle Project, as detailed in the review of operations section of this analysis above. In the year ended June 30, 2025 capitalized exploration and evaluation increased by $8,017,975 or 9%. $6,978,760 of this increase was directly related to the capitalized costs of the 2024/25 drilling and surface exploration program. The remaining $1,039,215 of the increase was due to the foreign exchange revaluation of the balance, as the balance is recorded in USD in one of our wholly-owned U.S. subsidiaries, and the AUD:USD exchange rate dropped by around 1% over the year since June 30, 2024.

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During the year ended June 30, 2025, we incurred total operating expenses of $7,498,674, as compared to total operating expenses of $6,410,292 in 2024, for an increase of $1,088,382 or 17%. The increase in total operating expenses in the current period is principally a result of increased listing and related consulting and legal fees from being dual listed on both the ASX and Nasdaq exchanges in Australia and the U.S., respectively, as well as increased marketing in both Australia and the U.S., and higher professional fees relating to the U.S. government antimony grant process, and mine and engineering consulting on the Estelle Project. The size of this increase has also been partially offset by the gain on share based payments as discussed below.

Key components of our results of operations during the years ended June 30, 2025, and 2024 are discussed as follows:

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Overall, we recorded a net loss of $11,099,171 for the year ended June 30, 2025, compared to a net loss of $16,389,292 for the year ended June 30, 2024. The reduction in the loss of $5,290,121 or 32% was principally due to the gain on sale of the Snow Lake shares of $6,934,776, and a reversal of share based payments of $1,261,489 as the directors reassessed the value of the options in light of the vesting conditions and determined a revaluation was necessary.

We also recorded a comprehensive loss of $10,510,986 for the year ended June 30, 2025, compared to a comprehensive loss of $16,327,801 for the year ended June 30, 2024. The change of $5,816,815 or 36% was principally due to the gain on sale of the Snow Lake shares of $6,934,776, and a reversal of share based payments of $1,261,489 as the directors reassessed the value of the options in light of the vesting conditions and determined a revaluation was necessary.

Net loss per share for the year ended June 30, 2025, on both a basic and diluted basis was $0.03 per share compared to $0.08 per share for the year ended June 30, 2024.

Liquidity and Capital Resources

The following table sets forth a summary of our audited consolidated cash flows for the periods indicated. The information should be read together with the audited consolidated financial statements and related notes included elsewhere in this annual report. Historical results presented below are not necessarily indicative of the results that may be expected for any future period.

Cash flows used in operating activities relate to payments to suppliers for services which are essential to our operations, including but not limited to, listing expenses, external consultants for, legal, audit, tax, mine engineering studies and antimony grants assistance and advice, directors’ fees, marketing, and interest costs on the Nebari Convertible Loan. The increase in net cash paid for operating activities during the year ended June 30, 2025, to $7,640,379 compared with $3,666,768 for the year ended June 30, 2024 is principally due to the additional payments required during the period for the costs associated with the U.S. Nasdaq listing, including listing fees, legal and audit and other consultant costs, additional consulting costs for mine engineering studies and antimony grant work and advice, and additional marketing undertaken in both Australia and the U.S. for the listing and the antimony discoveries.

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Cash flows from investing activities represent the proceeds received from the sale of our shareholding in Snow Lake Resources during the year. Cash flows used in investing activities relate to payments to suppliers which are essential to the advancement of work on the Estelle Project including payments for the purchase of property, plant and equipment, and exploration an evaluation expenses related to the exploration programs undertaken during the period which are capitalized in the statement of financial position. The increase in net cash from investing activities during the year ended June 30, 2025 to $4,121,973 compared with net cash used in investing activities of $13,321,921 for the year ended June 30, 2024 is principally due to a combination of the Company undertaking a much smaller drill program during the 2025 year using the Company owned RC drill rig to keep costs lower, and the proceeds received from the sale of our holding in Snow Lake Resources.

Cash flows from financing activities relate to receipts received from the proceeds of capital raisings and the exercise of options and warrants. The increase in net cash received from financing activities during the year ended June 30, 2025, to $9,793,856 compared with $986,892 for the year ended June 30, 2024, is due to the net proceeds received from our July and September 2024 underwritten public offerings as well proceed received from the exercise of warrants during the period.

Significant Subsequent Events

US$12.21M NASDAQ Offering and Overallotment Take Up

On 16 July 2025 the Company announced the closing of an underwritten public offering of 1,200,000 American Depository Shares (“ADS"), with an ADS to-ordinary-share ratio of 1 to 60 (Comprising of 72,000,000 ordinary shares), at a price to the public of US$9.25 per ADS, for gross proceeds of US$11,100,000, before deducting underwriting discounts and offering expenses. On 17 July 2025 the Company’s underwriters also partially exercised their over-allotment option to purchase an additional 108,400 ADSs (Comprising of 6,504,000 ordinary shares) at the public offering price of US$9.25 per ADS for additional gross proceeds of US$1,002,700. As a result, the gross proceeds of the Company’s public offering, including the proceeds from the exercise of the over-allotment option, totaled US$12,102,700, before deducting underwriting discounts and offering expenses.

2026 Financial Year Next Steps

Following the successful completion of the July 2025 U.S. public offering, Nova’s balance sheet has been significantly strengthened, with a cash position of approximately $26.2 million and no outstanding debt. The Company has made meaningful progress on its U.S. grant applications for antimony, and drilling and surface exploration activities are currently underway on site. These developments mark the continued advancement of the project toward production, positioning Nova to become a potential near to medium-term supplier of both gold and the critical mineral antimony.

Upcoming potential catalysts include:

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Financial Report

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Directors’ Report

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Nova Minerals Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025.

Directors

The following persons were directors of Nova Minerals Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Richard Beazley (Appointed 24 July 2024)

Christopher Gerteisen

Louie Simens

Craig Bentley

Avi Geller

Rodrigo Pasqua (Resigned 14 November 2024)

Chaim (Dovi) Berger (Appointed 1 July 2025)

Principal Activities

During the financial year the principal contributing activities of the consolidated entity consisted of mining exploration.

Dividends

There were no dividends paid, recommended, or declared during the current or previous financial year.

Significant Changes in the State of Affairs

There were no significant changes in the state of affairs of the consolidated entity during the financial year.

Matters Subsequent to the End of the Financial Year

The following events have occurred subsequent to 30 June 2025:

Likely Developments and Expected Results of Operations

Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.

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Environmental Regulation

The exploration activities of the Company are conducted in accordance with and controlled principally by government legislation in Alaska, United States of America.

The Company has exploration land holdings in Alaska (USA). The Company employs a system for reporting environmental incidents, establishing and communicating accountability, and rating environmental performance. During the year, data on environmental performance was reported as part of the monthly exploration reporting regime. In addition, as required under various state and territory legislation, procedures are in place to ensure that the relevant authorities are notified prior to the commencement of ground disturbing exploration activities.

The Company is committed to minimising the impact of its activities on the surrounding environment, while at the same time aiming to maximise the social, environmental and economic returns for the local community. To this end, the environment is a key consideration in our exploration activities and during the rehabilitation of disturbed areas. Generally, rehabilitation occurs immediately following the completion of a particular phase of exploration. In addition, the Company continues to develop and maintain mutually beneficial relationships with the local communities affected by its activities.

Material Business Risks

The future performance of the Company and the value of its Shares may be influenced by various factors, many of which are beyond the control of the Company and its Directors. These risks, which include those specific to the Company’s business, the industry in which it operates, and general risks associated with investments in listed securities and financial markets, could materially impact the Company’s financial performance and the market price of its Shares. The following is not an exhaustive list, and other unidentified risks may also have a significant adverse effect.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

The Company conducts and has interests in operations in the USA. Consequently, the Company will be subject to the risks associated with operating in such countries. Such risks can include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour relations as well as government control over mineral properties or government regulations.

Changes to mining or investment policies and legislation or a shift in political attitude may adversely affect the Company’s operations and profitability.

The Company believes its available cash should be adequate to fund its exploration and corporate activities and other Company objectives in the short-to medium-term.

However, in order to successfully develop its gold and antimony projects and for production to commence, the Company may require additional financing in the future. Any additional equity financing may be dilutive to Shareholders, may be undertaken at lower prices than the then market price or may involve restrictive covenants which limit the Company's operations and business strategy. Debt financing, if available, may involve restrictions on financing and operating activities.

Although the Directors believe that additional capital can be obtained as and when required, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Company or at all. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities, and this could have a material adverse effect on the Company.

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The mineral claims in which the Company will, or may, acquire an interest in the future are subject to the applicable local laws and regulations.

Mineral claims in which the Company has an interest are subject to the relevant conditions applying in each jurisdiction. Failure to comply with these conditions may render the mineral claims liable for forfeiture.

The mineral claims will be subject to application for renewal from time to time. Renewal of the term of each mineral claim is subject to applicable legislation. If the mineral claim is not renewed for any reason, the Company may suffer significant damage through loss of the opportunity to develop and discover any mineral resources on that mineral claim.

Overseas jurisdictions are subject to differing legal and political systems, when compared with the systems in place in Australia.

Possible risks include, without limitation, changes in the terms of mining legislation, changes to royalty arrangements, changes to taxation rates and concessions and changes in the ability to enforce legal rights. Any of these factors may, in the future, adversely affect the financial performance of the Company and the market price of its Shares.

The Company’s operations, investments, or partnerships in the United States may involve engagement with Indigenous persons and communities, including Native American tribes and Alaska Native Corporations. Failure to effectively engage with these communities in a culturally sensitive and legally compliant manner may expose the Company to significant risks. These risks include, but are not limited to, reputational damage, legal challenges, or operational disruptions arising from misunderstandings or non-compliance with U.S. federal, state, or tribal laws, such as the Indian Self-Determination and Education Assistance Act or regulations governing tribal lands and resources. Additionally, any perceived or actual failure to respect Indigenous rights, cultural heritage, or traditional knowledge could lead to stakeholder backlash, delays in project approvals, or loss of social license to operate, particularly in industries such as mining, energy, or infrastructure. The Company’s limited experience in navigating the unique cultural, historical, and governance frameworks of U.S.-based Indigenous communities may further exacerbate these risks, potentially impacting financial performance and investor confidence.

The Company is required to pay royalties on some or all minerals derived from its projects.

There is a risk that the royalties will have an impact on the economics of progressing any proposed mining operations. However, the Company has no control over the incurrence of these costs and is unable to predict the magnitude of such costs.

The proposed exploration expenditure of the Company is based on certain assumptions with respect to the method and timing of exploration and feasibility work. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice.

The Company is not aware of any expenses that may need to be incurred that have not been taken into account. However, if such unforeseen expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

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The Company may need to seek various Federal, state or local permits and approvals to undertake exploration or mining activities on the Mineral Claims. This could result in unforeseen delay in the undertaking of such activities.

The Company is of the view however that the exploration activities as outlined in this annual report can be undertaken in the timeframes contemplated.

As part of its business strategy, the Company may make acquisitions of, or significant investments in, other resource projects. Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of resource projects.

The ability of the Company to achieve its objectives will depend on the performance by the counterparties to any agreements that the Company may enter into. If any counterparty defaults in the performance of their obligations, it may be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly.

Furthermore, certain contracts to which the Company is a party are governed by laws of jurisdictions outside Australia - namely the United States. There is a risk that the Company may not be able to seek the legal redress that it could expect under Australian law and generally there can be no guarantee that a legal remedy will ultimately be granted on the appropriate terms.

The conduct of business in the resources sector involves a variety of risks to the health and safety of personnel and to the environment. If it is conceivable that an incident may occur which might negatively impact on the Company’s business.

International sales and operations are subject to a number of risks, including:

These factors (or others) could materially and adversely affect the Company’s business, results of operations and financial condition.

Increases in commodity prices may encourage increases in exploration, development and construction activities, which can result in increased demand for, and cost of, exploration, development and construction services and equipment. Increased demand for services and equipment could cause exploration and project costs to increase materially, resulting in delays if services cannot be obtained in a timely manner due to inadequate availability, and could increase potential scheduling difficulties and costs due to the need to co-ordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs or result in project delays or both. Any such material increase in costs would adversely affect the Company’s financial condition.

A decrease in commodity prices may render mineral properties uneconomic or may result in material reductions in the value of exploration, development or developed mineral properties.

The projects which the Company aims to develop involves exploration and ore processing within the relevant local communities. Any failure to adequately manage community expectations with respect to compensation for land access, artisanal mining activity, employment opportunities, impact on local business and any other expectations may lead to local dissatisfaction. The political and social pressures resulting from local dissatisfaction and adverse publicity could lead to delays in approval of, and increased expenses in the Company’s proposed exploration programme.

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The Company’s mineral claims are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of these mineral claims, or any other mineral claims that may be acquired in the future, will result in the development of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to permitting conditions, seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its mineral claims and obtaining all required approvals for its activities and so doing in a timely manner considering constraints associated with the presence of special management areas, the absence of existing or suitable physical access or seasonal road closures. In the event that exploration programs prove to be unsuccessful this could lead to a diminution in the value of the mineral claims and possible relinquishment or sale of the mineral claims.

The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploration would involve obtaining the necessary licences or clearances from the relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploration may require participation of other companies whose interests and objectives may not be the same as the Company’s.

Possible future development of mining operations at any of the Company’s projects is dependent on a number of factors and avoiding various risks including, but not limited to, failure to acquire and/or delineate economically recoverable ore bodies, unfavourable geological conditions, failing to receive the necessary approvals from all relevant authorities and parties, failure to withstand legal challenges to Federal and state agency permit approvals, unseasonal weather patterns, excessive seasonal weather patterns, fire, flooding, unanticipated challenges related to background conditions or area soil or water quality, access and utilities, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, risk of access to the required level of funding and contracting risk from third parties providing essential services.

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In addition, the exploration and pre-development Federal and state approvals prior to construction of any proposed development may exceed the expected timeframe or cost for a variety of reasons out of the Company’s control, including but not limited to Federal and state agency approvals being subject to administrative and judicial appeals. Any delays to project development could adversely affect the Company’s operations and financial results and may require the Company to raise further funds to complete resource delineation, project development and commence operations.

There can be no assurance that the Company’s intended goals will lead to successful exploration, mining and/or production operations. Further, no assurance can be given that the Company will be able to initiate or sustain minerals production, or that future operations will achieve commercial viability.

When additional exploration is undertaken and if a JORC compliant resource or reserve is not defined, then it may have a negative impact on the Company.

Future operations of the Company may be affected by various factors including:

No assurances can be given that the Company’s operations will achieve commercial viability through successful exploration and/or mining.

The proposed activities of the Company are subject to the laws and regulations of Australia, and the USA concerning the environment. As with most exploration projects, the Company’s activities are expected to have an impact on the environment, particularly during advanced exploration and future mining activities. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration, development and production. The occurrence of any such safety or environmental incident could delay production or increase costs. Events such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental laws, regulations and licenses. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations.

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The disposal of mining and process waste and mine water discharge and air emissions discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous, which could delay the Company’s activities and make its operations more expensive.

The exploration and mining industry is subject to increasing occupational health and safety responsibility and liability. The Company may become liable for past and current conduct which violates such laws and regulations, which may be amended by the relevant authorities. Penalties for breaching health and safety laws can be significant and victims of workplace accidents may also commence civil proceedings against the Company. These events may not be insured, or may be uninsurable.

Changes to health and safety laws and regulations may also increase compliance costs for the Company, which would negatively impact the financial results of the Company.

The mining, processing, development and mineral exploration activities of the Company are subject to various Federal and state laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use authorisations, water use protection of water quality, sensitive, threatened and endangered species and cultural resources and other matters. Although the Company’s activities are and will be currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new statutes, regulations, executive orders, agency directives or policies or judicial decisions will not be adopted or that existing statutes, regulations or policies will not be applied in a manner which could limit exploration efforts or preclude or curtail future development or production. Amendments to current laws and regulations governing exploration and operations or more stringent implementation thereof could have a substantial adverse impact on the Company’s ability to further delineate and develop the resource.

The Company’s business operations are subject to risks and hazards inherent in the mining industry. The exploration for and the development of mineral deposits involves significant risks, including environmental hazards; industrial accidents; metallurgical and other processing problems; unusual or unexpected rock formations; structure cave-in or slides; flooding; fires and interruption due to inclement or hazardous weather conditions. These risks could result in damage to, or destruction of, mineral properties, production facilities or other properties, personal injury or death, environmental damage, delays in mining, increased production costs, monetary losses and possible legal liability.

Whether income will result from projects undergoing exploration and development programs depends on the successful establishment of mining operations. Factors including costs, actual mineralisation, consistency and reliability of ore grades and commodity prices affect successful project development.

The Company operates in multiple currencies and exchanges rates are constantly fluctuating. International prices of various commodities as well as the exploration expenditure of the Company are denominated in United States or Canadian dollars, whereas the Company will rely principally on funds raised and accounted for in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States or Canadian dollar and the Australian dollar as determined in international markets.

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There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include:

General economic conditions, laws relating to taxation, new legislation, trade barriers, movements in interest and inflation rates, currency exchange controls and rates, national and international political circumstances (including outbreaks in international hostilities, wars, terrorist acts, sabotage, subversive activities, security operations, labour unrest, civil disorder, and states of emergency), natural disasters (including fires, earthquakes and floods), and quarantine restrictions, epidemics and pandemics, may have an adverse effect on the Company’s operations and financial performance, including the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

General economic conditions may also affect the value of the Company and its market valuation regardless of its actual performance.

The responsibility of overseeing the day-to-day operations and the strategic management of the Company and its controlled entities depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these senior management, key personnel or employees cease their involvement or employment with the Company or its controlled entities.

From time to time, the Company may borrow money and accordingly will be subject to interest rates which may be fixed or floating. A change in interest rates would be expected to result in a change in the interest rate to the Company and, hence, may affect its profit.

The industry in which the Company will be involved is subject to global competition. While the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, whose activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s Projects and business. The potential also exists for the nature and extent of the competition to change rapidly, which may cause loss to the Company.

There are general risks associated with an investment and the share market. The price of the Company’s securities on stock exchange market may rise and fall depending on a range of factors beyond the Company’s control and which are unrelated to the Company’s financial performance. These factors may include movements on international stock markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, investor perceptions, changes in government policy, commodity supply and demand, government taxation and royalties, war, global hostilities and acts of terrorism.

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Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

There is no guarantee that there will be an ongoing liquid market for the Company’s securities. Accordingly, there is a risk that, should the market for the securities become illiquid, Shareholders will be unable to realise their investment in the Company.

The Company, where economically feasible, may insure its operations in accordance with industry practice. However, even if insurance is taken out, in certain circumstances the Company’s insurance may not be of a nature or level to provide adequate insurance cover. The occurrence of an event that is not covered, or fully covered, by insurance could have a material adverse effect on the business, financial condition and results of the Company. Insurance of all risks associated with mineral exploration and production is not always available and, where available, the costs can be prohibitive.

Infectious disease pandemics such as the coronavirus, whilst opening up various new opportunities for the deployment of the Company's technology, have the potential to interrupt the Company's operations, impair deployment of its products to customers and prevent suppliers or distributors from honouring their contractual obligations. Such pandemics could also cause hospitalisation or death of the Company's existing and potential customers and staff.

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics, pandemics or quarantine restrictions.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the new Shares offered under this Prospectus.

Therefore, the new Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those new Shares.

Potential investors should consider that an investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for new Shares pursuant to this Prospectus.

The Company stores data in its own systems and networks and also with a variety of third-party service providers. A malicious attack on the Company’s systems, processes or people, from external or internal sources, could put the integrity and privacy of customers’ data and business systems at risk. It could prevent customers from using the products for a period of time, put its users’ premises at risk and could also lead to unauthorised disclosure of data.

The current evolving conflict between Ukraine and Russia and Israel and Palestine (Ukraine and Gaza Conflicts) is impacting global economic markets. The nature and extent of the effect of the Ukraine and Gaza Conflicts on the performance of the Company remains unknown. The Company’s Share price may be adversely affected in the short to medium term by the economic uncertainty caused by the Ukraine and Gaza Conflicts.

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The Directors are continuing to closely monitor the potential secondary and tertiary macroeconomic impacts of the unfolding events, including the changing pricing of commodity and energy markets and the potential of cyber activity impacting governments and businesses. Further, any governmental or industry measures taken in response to the Ukraine and Gaza Conflicts, including limitations on travel and changes to import/export restrictions and arrangements involving the relevant countries may adversely impact the Company’s operations and are likely to be beyond the control of the Company.

The Company is monitoring the situation closely and considers the impact of the Ukraine and Gaza Conflicts on the Company’s business and financial performance to, at this stage, be limited. However, the situation is continually evolving, and the consequences are therefore inevitably uncertain.

Other risk factors include those normally found in conducting business, including litigation through breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise) or any other cause, strikes, lockouts, loss of service of key management or operational personnel and other matters that may interfere with the Company’s business or trade.

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Information on Directors

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‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated.

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Company Secretary

Meetings of Directors

The number of meetings of the company's Board of Directors (‘the Board’) held during the year ended 30 June 2025, and the number of meetings attended by each director were:

‘Held’ represents the number of meetings held during the time the director held office.

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Remuneration Report (Audited)

The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors.

The remuneration report is set out under the following main headings:

Principles Used to Determine the Nature and Amount of Remuneration

The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

On 24 July 2024, the Board approved the formation of a formal Nomination and Remuneration Committee in conjunction with the NASDAQ IPO.

The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it should seek to enhance shareholders' interests by:

Additionally, the reward framework should seek to enhance executives' interests by:

In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate.

Non-Executive Directors Remuneration

Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are determined independently to the fees of other non-executive directors based on comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive directors do receive share options or other incentives.

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ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 29 November 2022, where the shareholders approved a maximum annual aggregate remuneration for non-executive directors of $500,000.

Executive Remuneration

The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of remuneration which has both fixed and variable components.

The executive remuneration and reward framework has four components:

The combination of these comprises the executive's total remuneration.

Voting and comments made at the company's 2024 Annual General Meeting (‘AGM’)

At the 14 November 2024 AGM, 98.69% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. The company did not receive any specific feedback at the AGM regarding its remuneration practices.

Details of Remuneration

Amounts of remuneration

Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables.

During the period, the directors reassessed the valuation of the options in light of the vesting conditions and determined that a revaluation was necessary. A further adjustment has been made for a proposed issue of options. On March 2025 it was announced that Nova is proposing to issue options to directors and other key management personnel. A total number of 13,000,000 options have been proposed for directors. The options will have an exercise price of $0.45 per option, and will be subject to vesting conditions outlined below. These options are unissued at year-end and subject to shareholder approval, however have been valued and included in the remuneration table of directors above to align with AASB 2 treatment.

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The proportion of remuneration linked to performance, and the fixed proportion are as follows:

Service Agreements

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

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Key management personnel have no entitlement to termination payments in the event of removal for misconduct.

Share-Based Compensation

Issue of shares

There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2025.

Options

There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2025. On March 2025 it was announced that Nova is proposing to issue options to directors and other key management personnel. A total number of 13,000,000 options have been proposed for directors. The options will have an exercise price of $0.45 per option, and will be subject to vesting conditions outlined below. These options are unissued at year-end and subject to shareholder approval, however have been valued and included in the remuneration table of directors above to align with AASB 2 treatment.

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Options Holding

Options Valuation

There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2025.

Performance rights

There were no performance rights over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2025.

There were no performance rights over ordinary shares granted to or vested by directors and other key management personnel as part of compensation during the year ended 30 June 2025.

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Additional Information

The earnings of the consolidated entity for the five years to 30 June 2025 are summarised below:

The factors that are considered to affect total shareholders return are summarised below:

Additional Disclosures Relating to Key Management Personnel

Shareholding

The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

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Option Holding

The number of options over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

* On March 2025 it was announced that Nova is proposing to issue options to directors and other key management personnel. A total number of 13,000,000 options have been proposed for directors. The options will have an exercise price of $0.45 per option, and will be subject to vesting conditions outlined above. These options are unissued at year-end and subject to shareholder approval, however have been valued and included in the remuneration table of directors above to align with AASB 2 treatment.

Performance Rights Holding

The number of performance rights over ordinary shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

This concludes the remuneration report, which has been audited.

Shares Under Option

There were no unissued ordinary shares of Nova Minerals Limited under option outstanding at the date of this report.

Indemnity and Insurance of Officers

The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

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Indemnity and Insurance of Auditor

The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on Behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-Audit Services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 20 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The directors are of the opinion that the services as disclosed in note 20 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:

Officers of the Company Who are Former Partners of RSM Australia Partners

There are no officers of the company who are former partners of RSM Australia Partners.

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Auditor

RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

___________________________

Richard Beazley

Chairman

17 September 2025

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Auditor’s Independence Declaration

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Nova Minerals Limited for the year ended 30 June 2025, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

RSM AUSTRALIA PARTNERS

A L WHITTINGHAM

Partner

Dated: 17 September 2025

Melbourne, Victoria

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Financial Statements

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General Information

The financial statements cover Nova Minerals Limited as a consolidated entity consisting of Nova Minerals Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Nova Minerals Limited's functional and presentation currency.

Nova Minerals Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Suite 5 242 Hawthorn Road

Caulfield Victoria 3161 Australia

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors on 17 September 2025. The directors have the power to amend and reissue the financial statements.

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Consolidated Statement of Profit or Loss

and Other Comprehensive Income

For the Year Ended 30 June 2025

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

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Consolidated Statement of Financial Position

For the Year Ended 30 June 2025 

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

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Consolidated Statement of Changes in Equity

For the Year Ended 30 June 2025