Nova Minerals Corp (NVA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the Extraordinary General Meeting for Nova Minerals Limited. Nova Minerals Limited acknowledges the traditional custodians of countries throughout Australia and their connections to land, sea and community. We pay our respects to their elders past and present and extend that respect to all Aboriginal and Torres Strait Islanders people today. Thank you all for attending today's meeting. Just as last year, this meeting will be conducted entirely online. The company considers that it is appropriate to hold the AGM as a virtual meeting. It is now 10 a.m. AEDT, and there being a quorum present, I declare the meeting open for business. I confirm that the meeting has been properly constituted. In opening the AGM, I would like to introduce the Board and management team of Nova who are in attendance: Anna Ladd-Kruger, Chairman, myself, virtual; Ian Pamensky, Company Secretary, virtual; Louie Simens, Director, virtual; and Craig Bentley, Director, virtual. We have received an apology from Christopher Gerteisen, Avir Geller, Rodrigo Pasqua, who are unable to attend today's meeting. As this meeting is being conducted as a virtual meeting, I would like to welcome those shareholders that are joining us via the Link platform and ask that you please submit any questions or comments via the Q&A function, which can be found at the bottom of your Zoom screen. When you submit a question or comment, please start by typing which resolution it relates to so that it can be addressed at the appropriate time. Questions, which relate to the general business of the company will be collected and addressed after the close of the formal business of the meeting. The agenda for today's meeting will be as follows. We will proceed to the formal matters to be considered at today's AGM. We'll now move to the formal business as set out in the notice of meeting. The Notice of General Meeting was mailed to all registered members on or about December 22, 2022 and is to be taken as read. Voting on all resolutions will be conducted by poll. For the purposes of the poll, I appoint Mr. Tim Farag of Link, the company's share registry, will be examined and prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. Shareholders in attendance via the Link platform that have already submitted their vote by proxy should note that your votes will already be counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction. Shareholders in attendance via the Link platform that has not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by following the instructions provided in the notice of meeting. On your screen, there are instructions for how to log into the online voting portal. Please note that the online voting portal is now open and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count. On your screen, there are instructions for how to register and vote using the online portal. Are there any questions in relation to the voting process? Are there any questions received by the phone?

There are no phone questions.

Are there any questions received online? Proxies that have been inspected and although validly lodged have been accepted. Proxies have been received, representing 16.5 million shares or 7.9% of the issued capital of the company. All undirected proxies or open votes that have nominated the Chairman of the meeting as their proxy will be cast in favor of each resolution in the notice of general meeting. We will now proceed to the resolutions set out in the notice of general meeting. Resolution 1 is as follows: to consider and if thought fit to pass, with or without amendment, Resolution 1 ratification of prior share issue as an ordinary resolution. That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issuance of 26,428,571 fully paid ordinary shares at an issue price of $0.70 per share to unrelated sophisticated, professional and institutional investors as described in the memorandum, which accompanied and formed the part of this notice. The Board unanimously recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, please raise your hand or if attending virtually submit your questions by the Q&A. Are there any questions received via the phone?

There are no for questions.

Are there any questions received online?

No, no questions.

The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually can vote via the online portal, however, are reminded not to click on next until you have selected your vote for all resolutions. Resolution number 2 is as follows: to consider, and if thought fit, to pass with or without amendment resolution to ratification of the prior option issue as an ordinary resolution. That for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 12,138,583 options, each with an exercise price of $1.10 and an expiry date of November 30, 2024 and which upon exercise entitled holder to 1 fully paid ordinary share in the capital of the company to unrelated sophisticated, professional and institutional investors who participate in the share placement the subject to Resolution 1 on the basis of 1 option for every 2 shares subscribed and received under the placement as described in the memorandum, which accompanied and forms part of this notice. The Board unanimously recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, please raise your hand or if attending virtually submit your questions via the Q&A. Are there any questions received via the phone?

There are no phone questions.

Are there any questions received online?

There are no questions.

The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually can vote via the online portal, however, are reminded not to click on next until you have selected your vote for all resolutions. Resolution 3A is as follows: to consider and if thought fit to pass, with or without amendment, Resolution 3, approval for option issue as an ordinary resolution. That for the purposes of Listing Rule 7.1 and for all other purposes, shareholder approval is given for the issue of an aggregate of 1,075,715 options, each with an exercise price of $1.10, an expiry of November 30, 2024 and which upon exercise entitle the holder to 1 fully paid ordinary share in the capital of the company to unrelated sophisticated, professional and institutional investors who participated in the share placement the subject resolution -- the subject of Resolution 1 on the basis of 1 option for every 2 shares subscribed and received under the placement as described in the memorandum which accompanied and formed part of this notice. The Board unanimously recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, please raise your hand or if attending virtually submit your questions via the Q&A. Are there any questions received via the phone?

There are no phone questions.

Are there any questions received online?

There are no questions.

The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually can vote via the online portal, however, are reminded not to click on next until you have selected your vote for all resolutions. Resolution 3B is as follows: to consider, and if thought fit to pass, with or without amendment, Resolution 3B approval for option issue joint lead managers as an ordinary resolution. That for the purposes of Listing Rule 7.1 and for all other purposes, shareholder approval is given for the issue of an aggregate of 1,714,286 options, each with an exercise price of $0.91 and expire 3 years from issue and which upon exercise entitle the holder to 1 fully paid ordinary share in the capital of the company to Petra Capital Limited and Jett Capital Advisors LLC and/or their nominees as described in the memorandum, which accompanied and formed part of this notice. The Board unanimously recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, please raise your hand and if attending virtually submit your questions via the Q&A. Are there any questions received via the phone?

There are no phone questions.