Nova Minerals Limited (NVA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to the 2025 AGM for Nova Minerals Limited. Nova Minerals Limited acknowledges the traditional custodians of the country throughout Australia and their connection to land, sea and community. We pay our respect to their elders, past and present and extend that respect to all Aboriginal and Torres Strait Islander peoples 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 10:00 a.m. Australian Eastern Standard Time, 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 2025 AGM, I'd like to introduce the Board and management team of Nova who are in attendance. We have Louie Simens, Executive Director, who's here virtually as everyone else is; Ian Pamensky, our Company Secretary; Chris Gerteisen, Company Director, CEO; myself, Richard Beazley; Avi Geller, Director; David Berger, Director; Craig Bentley, Director; and Michael Melamed, our CFO. We have no apologies from anyone today. As this meeting is being conducted as a virtual meeting, I'd like to welcome those shareholders that are joining us via Zoom 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 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: I will provide the Chairman's address, after which we'll proceed to the formal matters to be considered at today's AGM. And finally, there will be an opportunity for some questions and discussion. So, let me begin with the Chairman's address. Dear fellow shareholders, during the past year, our seventh year operating at Estelle, Nova has definitely matured in its mission to transform Estelle into a world-class Tier 1 global gold producer and to help secure a U.S. domestic market supply chain for the strategic mineral antimony from mining to a refined product. In future years, looking back over this period, it will be celebrated as an inflection point in the growth of the company. Events and activities have seen a new phase of scale, opportunity and national significance come to fruition, which generates an anticipation for the Board, the Nova team and our shareholders on achieving our mission. The operations saw the successful completion of the highly targeted 2024 resources and extensional drilling program at RPM, which delivered additional world-class, thick, high-grade intercepts that continue to strengthen the development story of RPM. With these outstanding results, we now eagerly await the assays pending from the 2025 drilling program, which are expected to further define and expand the mineral resources at RPM. The culmination of this work and the positive metallurgical studies will feed into the next year's feasibility study to target a final investment decision to mine. In parallel with the active drilling program, the company has maintained a strong focus on advancing surface exploration activities targeting both gold and antimony, which have continued to deliver numerous high-grade results. This work has highlighted the Stibium and Styx prospects as significant strategic antimony assets, each with the potential to become stand-alone projects operating alongside the RPM and Korbel Gold developments. Encouragingly, results from the initial ore sorting trials completed this year have further strengthened the emerging antimony opportunity. The Nova team continues to be strongly dedicated to shareholder engagement, and in particular, working with the Alaskan government on our shared commitments to building the foundational infrastructure needed to realize the Estelle project's full potential. These key enablers include the West Susitna Access Road development, the Port Mackenzie upgrade and Alaska LNG, which will support year-round access, global logistics and clean energy. These projects are not only important to Nova, but will provide huge economic upside and benefit to the state of Alaska. In this endeavor, the past year has seen a significant increase in executive visits to Alaska, New York, Washington, D.C., to name a few. These trips are focused on investor summits and meetings with the U.S. government officials and have culminated in the award of USD 43.4 million from the U.S. Department of War. The funding is intended to accelerate the development of a fully domestic integrated antimony supply chain in Alaska. With the U.S. Department of War's endorsement validating the strategic importance of Nova's antimony assets, the company continues to advance its dual commodity strategy, one, accelerating the development of Estelle's gold assets, one of the largest undeveloped gold deposits globally into a Tier 1 global gold producer; and two, fast-tracking the development of Estelle's antimony assets to establish the first fully integrated domestic antimony supply chain in Alaska, supporting U.S. critical mineral independence. Corporately, Nova has monetized our investment in Snow Lake Resources, realizing USD 6.5 million proceeds from the sale of our entire holding. Additionally, Nebari converted the full outstanding balance of their convertible note early in the year, meaning the company is now debt-free. Continue with our investment strategy, the company has also made a strategic cornerstone investment of 7.8% in Adelong Gold Limited, a gold antimony explorer and near-term producer with the high-grade projects in Australia and Brazil. Investment supports Nova's strategy to partner with undervalued high-growth resource companies, offering strong exploration and production potential. As of the close of September 2025 quarter, the company has access to over AUD 86.3 million in funding, comprising of AUD 17.5 million in cash and an additional USD 43.4 million or AUD 65.5 million as a 24-month award from the U.S. Department of War to support antimony production in Alaska and approximately USD 3.3 million in liquid investments with no debt. On a broader outlook, the global economy remains dynamic and uncertain with the various tensions and conflicts around the globe, the changing political outlooks and the inflationary effects and weakness in the U.S. dollar. The result of which continues to culminate in the central banks around the world continuing to buy gold bullion, putting upward pressure on gold prices and a focus in the Western world to mitigate strategic risk for critical mineral supply with the development of independent supply chains. These impacts allow Nova to remain optimistic about the rising importance of gold and antimony in the marketplace and take the view that the company is well placed to recognize a significant upside. The focus of the company will continue to be the derisking of the project and the establishment of a solid foundation for future growth through the prudent allocation of capital. As always, we want to actively engage with all our stakeholders as we continue in creating value through the development of the Estelle Gold and critical minerals districts. With that in mind, I would like to acknowledge the diligent contributions from the Nova team, supporting stakeholders and fellow Board members and Board Directors for another immense year with all its achievements. We believe that Nova is well positioned for another exciting year ahead, and we look forward to upholding the market on our progress. Thank you. With that address completed, I'll now move into the formal part of the meeting. The notice of the Annual General Meeting has mailed to all registered members on or about the 14th of October 2025 and is to be taken as read. Voting on all resolutions. For the purposes of the poll, I appoint Vanessa Baghdasraf from Automic, my apologies, I've got your name wrong there, the company's share registry, who has examined the prepared summaries of the proxy forms received to act as returning officer and to conduct the poll. Shareholders in attendance via Zoom who have already submitted a vote by proxy should note that their 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 Zoom who have 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. On your screen, there are instructions on how to register and vote using the online voting portal. Any questions? I'll let you prompt me for the questions. I haven't got that up on my screen. All right. There's no further questions, we'll continue. So proxies have been inspected and all those validly lodged have been accepted. Proxies have been received representing 40.5 million shares or 9.9% of the issued capital of the company. All undirected proxies or open votes that have been nominated -- that have nominated the Chairman of the meeting as their proxy will be cast in favor of each resolution in the notice of Extraordinary General Meeting. We now proceed to the resolution set out in the Notice of Annual General Meeting. The first item of business is to receive the company's annual financial report for the year ended 30 June 2025. The financial report and the reports of the directors and the auditors are now laid before the meeting. There will be no vote on this item. It is a discussion item only. The company's auditor for the 2025 financial year, Aimee Whittingham and [ Marcus Bancroft ] of RSM are present to take questions relevant to the conduct of the audit and the preparation and content of the independent auditor's report. The company's independent registered public accounting firm for the 2025 financial year of Grassi & Co., unfortunately, are not present, but I'd just make note that they represent the accounting firm from the U.S. PCAOB audit and the preparation of Form 20-F. Are there any questions or comments on the financial report or the reports of the directors and auditors? I assume there's no questions there, Ian.

No, there has been a question regarding the auditors. Can you see the questions?

No, I can't see the questions.

Well, it's more regarding the resolutions going further. So when we get to it, I'll explain.

All right. We'll pick that up as appropriate. Okay. We will now proceed to the resolutions set out in the Notice of Annual General Meeting. Resolution 1, adoption of the remuneration report. Resolution 1 is as follows: to consider and if thought fit to pass with or without amendment, resolution 1, adoption of remuneration report as an ordinary resolution. I note that the vote on this matter is considered to be advisory only and does not bind the company's directors. However, as noted in the Notice of Meeting to this AGM under the Corporations Act, there is a two-strike rule requiring a Board spill if the report receives two no votes of 25% or more over two consecutive years. Nova did not record a strike at last year's AGM. If you wish to discuss this resolution, please raise your hand or if attending virtually, submit your questions via the Q&A. No questions. I'll push on. The proxies received in relation to this resolution are on the screen. The proxy votes received on this resolution are currently displayed on the screen. I intend to vote undirected proxy votes available to the Chairman of the meeting in favor of this resolution. Given the personal interest of all directors in this resolution, the Board makes no recommendation to shareholders regarding this resolution. I now put the motion. Those attending virtually can vote via the online portal, however, are reminded not to click on the next button until you have selected your vote for all resolutions. All right. We'll proceed to Resolution 2A, reelection of Mr. Craig Bentley as a Director. Resolution 2A is as follows: to consider and if thought fit to pass with or without amendment Resolution 2A, reelection of Mr. Craig Bentley as a Director as an ordinary resolution. Details of Mr. Bentley is included in the Notice of Meeting. The Board, excluding Mr. Bentley, unanimously recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, submit your questions via the Q&A. I now put the motion. Those attending virtually can vote -- sorry, those attend virtually can vote via the online portal have a reminder not to click on the next button until you have selected your vote for all resolutions. Resolution 2B, reelection of Mr. Louie Simens as a Director. Resolution 2 is as follows: to consider and if thought fit to pass with or without amendment Resolution 2B, reelection of Mr. Louie Simens as a Director as an ordinary resolution. Details on Mr. Simens is included in the Notice of Meeting. The Board, excluding Mr. Simens, 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. I'll just give that a few moments. We'll press on now to Resolution 3, election of Director, Mr. Chaim or Dovi Berger. Resolution 3 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 3, election of Director, Mr. Dovi Berger as an ordinary resolution. Details on Mr. Berger is included in the Notice of Meeting. The Board, excluding Mr. Berger, unanimously recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, submit your questions via the Q&A. The proxies received in relation to this resolution are on the screen. I put the motion. Those attending virtually can vote via the online portal. However, are reminded not to click on the next button until you have selected your vote for all resolutions. Resolution 4, approval of 10% placement facility. Resolution 4 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 4, approval of 10% placement facility as a special resolution. Resolution 4 seeks shareholder approval by way of a special resolution for the company to have the additional 10% placement facility provided for in Listing Rule 7.1A to issue equity securities without shareholder approval. If Resolution 4 is passed, the company will be able to issue equity securities up to the combined 25% limit in Listing Rule 7.1 and 7.1A without any further shareholder approval. Resolution 4 is a special resolution and therefore, requires approval of 75% of the votes cast by shareholders present and eligible to vote in person, by proxy, by attorney or in the case of corporate shareholders by corporate representation or corporate representative. The Board recommends that shareholders vote in favor of Resolution 4. If you wish to discuss this resolution, submit your questions via the Q&A.

So, Richard, there's a question in relation to resolution #4.

Yes, let's have that.

Do you want me to read it?

Yes, read it.

There's a written question from Mr. Stephen Mayne, Resolution 4, extra 10% placement capacity. I'm generally against proposals, which give Board the unfettered power to issue 25% of the company's capital to anyone they like with no shareholder approval or rights for the existing shareholders to participate and avoid being diluted without compensation. Could the Chair please comment on why we continue to raise capital through selective placements rather than doing a pro rata raising, which treats all shelves equally and don't require any specific shareholder approvals. Please focus on pro rata raisings in the future and don't ask for the extra 10% placement capacity at your next AGM.

Good question. Chris, do you want to take that or Craig?

Yes, I'll take it. Louie Simens here. Pro rata rights issues in the past and share purchase plans, and they haven't worked as efficiently as doing a quick capital raise. And because we're in the U.S., we've been raising in the U.S. as of late. So that's the reason we want the extra capacity. But the key thing, the extra capacity at some point now being over $300 million won't apply to us. So we'll only have 15% capacity.

I think I can add to that. On the basis that we are now in a very strong growth phase in the U.S. We need to have the capacity to move quickly and take our opportunities as they come to us to be limited by a 15% rule is restrictive and I think does not add value to our shareholders and the company itself. Hopefully, that addresses your question, Stephen.

All right. On that basis, I'll move forward. I think we've finished off with Resolution 4. Maybe I haven't said it, but the proxies received in relation to this resolution are on the screen. I now put the motion. Those attending are reminded not to click next until you have selected your vote for all resolutions. That closes Resolution 4. Background to resolution 5 and 6. So, on 15 July 2025, Melbourne time or 14th July 2025 U.S. time, the company announced that it had received a firm commitment for replacement of 72 million fully paid ordinary shares. These are known as placement shares and every 60 placement shares represented by American Depository Share and ADS or 1,200,000 ADSs in the aggregate at an issue price of AUD 0.235 per placement share or roughly exactly USD 9.25 per ADS to raise AUD 16.92 million or USD 11.1 million before costs. The placement shares were issued on 16th July 2025 under the placement capacity available to the company under ASX Listing Rule 7.1 and 7.1A. ThinkEquity LLC underwrote the placement. Participants in the placement were unrelated investors who were identified by ThinkEquity or the company. In addition, ThinkEquity exercised its overallotment option for the issue of a further 6,504 million placement shares represented by 108,400 ADSs on the same terms under the placement, raising AUD 1,528,440 million or AUD 1, USD 1,002,700 before cost. The issue of these placement shares occurred on the 18th of July 2025, Melbourne time or 7 July 2025 U.S. time under the placement capacity available to the company under ASX Listing Rule 7.1. Subscribers for placement shares pursuant to the overallotment options were unrelated to investors who were either identified by ThinkEquity or the company. The company agreed to issue Think Equity and its and/or its nominees up to 3,925,200 unlisted warrants represented by 65,420 ADSs or warrants as part of fees for capital raising services provided by ThinkEquity being equivalent to 5% of the total maximum number of placement shares that may be issued under the placement. The warrants have an exercise price of AUD 0.3525 or AUD 0.3525 per share or USD 13.875 per ADS, noting that each ADS represents 60 fully paid ordinary shares and expire the 17th of July 2030. The material terms of the warrants are set out annexure A. The issue of the warrants is subject to shareholder approval, which is sought under Resolution 6. So, Resolution 5, ratification of prior issue of shares. Resolution 5 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 5, ratification of prior issue of shares as an ordinary resolution. That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 78,504,000 fully paid ordinary shares at an issue price AUD 0.235 or AUD 0.235 per share represented by 1,308,480 ADSs at an issue price of USD 9.25 per ADS to existing and new unrelated investors as described in the memorandum, which accompanied and formed part of this notice. Resolution 5 seeks shareholder approval for the ratification of the prior issue of placement shares for the purposes of ASX Listing Rule 7.4 and for all other purposes. The company will disregard any votes cast in favor of Resolution 5 by or on behalf of the person who participated in the issue or is a counterparty to the agreement being approved or any associate of that person. If you wish to discuss this resolution, please raise your hand or if attending virtually, submit your questions via the Q&A. I'll just give that a moment. The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually can vote via online portal. However, I reminded not to click on next until you have selected your vote for all resolutions.

There is a question in relation to this, in relation to voting exclusion. So all voting exclusions have been -- all voting exclusion details have been given to our share registry.

Okay. Thank you. Thank you, Ian. That was a question from a shareholder, [indiscernible].

Correct. Yes.

Okay. All right. That's addressed.

We'll move on then to Resolution 6, approval of issue warrants. Resolution 6 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 6, approval of issue warrants as an ordinary resolution. That for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 3,925,200 unlisted warrants represented by 65,420 -- sorry, repeat 65,420 ADSs, each warrant having an exercise price of AUD 0.3525 or AUD 0.3525 per share or USD 13.875 per ADS and expiring 17 July 2030 to ThinkEquity LLC or its nominees as described in the memorandum, which accompanied and formed part of this notice. Resolution 6 seeks shareholder approval for the issue of the warrants for the purpose of ASX Listing Rule 7.1 and for all other purposes. The company will disregard any votes cast in favor of Resolution 6 by or on behalf of any person who is expected to participate in or who will obtain a material benefit as a result of the proposed issue, except the benefit solely by reason of being a holder of ordinary securities in the company and any of their associates. If you wish to discuss this resolution, submit your questions via the Q&A. The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending are reminded not to click on the next button until you selected your vote for all resolutions. We'll move on to Resolution 7, adoption of the employee incentive scheme. Resolution 7 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 7, adoption of the employee incentive scheme as an ordinary resolution. That for the purposes of Listing Rule 7.2, Exception 13(b) and for all other purposes, approval is given for the company to adopt the employee incentive scheme as described in the memorandum, which accompanied and formed part of this notice. Resolution 7 seeks shareholder approval for the adoption of the employee incentive scheme being the employee Securities ownership plan. A summary of the plan is set out in the notice of meeting. The company will disregard any votes cast in favor of this resolution by or on behalf of a person who is eligible to participate in the employee incentive scheme or any of their associates. If you wish to discuss this resolution, please submit your questions via the Q&A. Again, I'll give that a few moments.

Yes. So there is a question once again from Stephen Mayne, the fact that there's about 13% of the votes that have voted against this proposal. And the question is, have any protesting shareholders communicated what their concerns are? We've had no queries from shareholders, but we did consider shareholders' queries in relation to the proposed issue of options to directors. And are we going to make change in the future employee incentive proposals based on these concerns? Well, as I've said, there haven't been any concerns communicated with the company. The only one concern that is communicated is that if the company states that it's going to -- it's got the capacity to issue, say, 30 million options and is issuing 19 million, there are people who worried when you're going to issue the other 11 million options, are you going to issue those other 11 million options. And the company has always stated that it will communicate appropriately in relation to the future issues.

Thank you, Ian.

All right. We'll just close off Resolution 7. The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending are reminded not to click on next until you have selected your vote for all resolutions. Moving on, Resolution 8A to 8E. So the background to Resolution 8A to 8E, proposed issue of options to directors. Resolutions 8A to 8E seek shareholder approval for the purposes of ASX Listing Rule 10.14, Section 195 Part 4 of the Corporations Act and for all other purposes to issue unlisted options to directors of the company and/or their nominees as incentive securities under the terms and conditions of the plan. The company considers the proposed issue of unlisted options, the subject to resolution 7. -- sorry, 8.A to 8.E respectively, a reasonable remuneration as such for within the exceptions set out in Section 211 of the Corporations Act. In reaching this view, the company has considered the positioning and responsibilities of each proposed recipient, reliance by the company on a limited number of personnel, the need for the company to effectively incentivize its senior management whilst aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the company and the terms of the options, including the vesting dates. The company considers issue of the options is an effective tool, which preserves the cash reserves of the company whilst providing valuable consideration.

Richard, the [indiscernible] terms. You can just say that they're within the document.

Correct. There's too much detail in the script here, but the terms are in the...

Notice of Meeting.

In the Notice of Meeting. Thank you, Ian. So let's move to Resolution 8A, approval of issue of options, Christopher Gerteisen. Resolution 8 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 8A approval for issue of options to Christopher Gerteisen as an ordinary resolution to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14, Section 195(4) of the Corporation Act and for all other purposes, shareholders' approval is given for the issue of 4,125,000 options to Christopher Gerteisen and/or his nominees as described in the memorandum, which accompanied and formed part of this notice. The voting exclusion statement and proxy voting prohibition for this resolution 8A is set out below. The Board recommends that shareholders vote in favor of Resolution 8A. If you wish to discuss, please submit your questions via Q&A. I'll give that a moment.

No.

Nothing. All right. The proxies received in relation to this resolution are on the screen on the second page. I now put the motion. Those attending virtually are reminded not to click on the next button until you have selected your vote for all resolutions. Moving on, Resolution 8B, approval for issue of options, Louie Simens. Resolution 8B as follows: to consider and if thought fit to pass with or without amendment, Resolution 8, approval for issue of options, Louie Simens as an ordinary resolution to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14, Section 195(4) of the Corporations Act and for all other purposes, shareholder approval is given for the issue of 3,125,000 options to Louie Simens and/or his nominees as described in the memorandum, which accompanied and formed part of this notice. voting exclusion statement and proxy voting prohibition of Resolution 8B is set out below. The Board recommends that shareholders vote in favor of Resolution 8B. If you wish to discuss submit your questions via Q&A. Moving on. The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually not to click on next until you've selected your vote for all resolutions. Resolution 8C, approval for issue of options, Craig Bentley. Resolution 8C is as follows: to consider if thought fit to pass with or without amendment, Resolution 8, approval for issue of options, Craig Bentley as an ordinary resolution to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14, Section 195(4) of the Corporations Act and for all other purposes, shareholders approval is given for the issue of 3,125,000 options to Craig Bentley and/or his nominees as described in the which accompany and form part of this notice. A voting exclusion statement and proxy voting prohibition for Resolution 8C is set out below. The Board recommends that shareholders vote in favor of Resolution 8C. If you wish to submit your questions via the Q&A. The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually are reminded not to click on next until you have selected your vote for all resolutions. Resolution 8D, approval for issue of options, Avi Geller. Resolution 8D is as follows: to consider and if thought fit to pass with or without amendment, Resolution 8D, approval of issue of options, Avi Geller, as an ordinary resolution to consider and if thought fit to pass the following resolution as an ordinary resolution. That for the purposes of ASX Listing Rule 10.14, Section 195(4) of the Corporations Act and for all other purposes, shareholder approval is given for the issue of 1,375,000 options to Avi Geller and/or his nominees as described in the memorandum, which accompanied and formed part of this notice. A voting exclusion statement and proxy voting prohibition for Resolution 8D is set out below. The Board recommends that shareholders vote in favor of Resolution 8D. If you wish to discuss, please submit your questions via the Q&A. The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually are reminded not to click next until you have selected your vote for all resolutions. At this point in the meeting, Resolution 8.E relates to the Chair. I shall step down and appoint Ian to step in as this resolution.

Thanks, Richard. Resolution 8E, approval for the issue of options to Mr. Richard Beazley. Resolution 8E is as follows: to consider and if thought fit to pass with or without amendment Resolution 8E, approval for the issue of options to Mr. Richard Beazley as an ordinary resolution to consider if thought fit to pass the following resolution that for the purpose of ASX Listing Rule 10.14, Section 195(4) of the Corporations Act and for all other purposes, shareholder approval is given for the issue of 1.250 million options to Mr. Richard Beazley and/or his nominee as described in the memorandum, which accompanied and formed part of the notice of meeting. A voting exclusion statement and proxy voting prohibition for Resolution 8E is set out below. The Board recommends that shareholders vote in favor of this resolution. If you wish to discuss this resolution, please raise your hand or submit your question via the Q&A. Are there any questions? No. The proxies received in relation to this resolution are displayed on the screen. I now put the motion. Those attending virtually can vote via the online portal. However, a reminder not to click on the next until you have selected your vote for all resolutions. I'll hand back to Richard for Resolution #9.

Thank you, Ian. Resolution 9, nonbinding resolution to ratify appointment of independent registered public accounting firm. Resolution 9 is as follows: to consider and if thought fit to pass with or without amendment, Resolution 9, nonbinding resolution to ratify appointment of independent registered public accounting firm as an ordinary resolution to ratify the appointment of Grassi & Co. CPAs, P.C. as independent registered public accounting firm of the company for the fiscal year ending 30 June 2026 for the financial statements filed with the Securities and Exchange Commission. The Board has appointed Grassi & Co. CPAs, P.C. known as Grassi, to serve as the independent registered public accounting firm for the financial year ending 30 June 2026 financial statements filed with the Securities and Exchange Commission or collectively easily known as SEC. Grassi has acted as the principal U.S.-based accountant of the company since June 2022. If you wish to discuss this resolution, please submit your questions by Q&A.

So there is a question, Richard. We've now got a market cap of $353 million. Isn't that big enough to justify having one of the Big 4 global audit firms as the external auditor. Did any of the Big 4 firms tender for the job? And how much more expensive would they be compared to the firm we have chosen?

Craig, can I direct this one to you, the technicality around this answer.

Yes. No, we haven't tendered it out to the Big 4. I think we're pretty happy with our auditors at the moment. So there doesn't seem to be a reason to do that, I guess, is the answer what I can say.

Yes. It's not necessarily based on the market cap. It's revenue and RSM is their sweet spot is between that $200 million and $500 million revenue. So that doesn't really vary on the market cap necessarily. So we're quite happy with where we are now.

Thank you, Craig. Thank you, Louie.

The proxies received in relation to this resolution are on the screen. I now put the motion. Those attending virtually are reminded not to click on the next button until you selected your vote for all resolutions. Conducting the poll is the last part of the formal meeting. That concludes the resolutions to be voted on today. As noted, we are conducting a poll on all resolutions. I note the poll is already open. Can all shareholders voting online please now ensure that they have submitted their votes. [Voting]

I will allow another minute before the poll is closed. If you have any questions in relation to the submission of online votes, please send them through the Q&A function now. Okay. The minute is passed. There being no further questions, I declare the poll closed. The staff of Automic will now process the poll, and the results will be announced to the ASX once they are available. So I move to formally close the meeting. I'd like to thank all shareholders for their attendance and we'll now end the formal part of today's meeting. I declare the meeting closed. As advised earlier, the results of the poll will be announced to the ASX once they are available. I will now hand over to our CEO, Chris Gerteisen for a presentation. Chris, the floor is yours.

Thank you, Richard. And Chris Gerteisen here, CEO, for the AGM presentation, which is really all about the Estelle Gold and Critical Minerals project, where we are developing North America's next major gold and antimony district. Here's a disclaimer. Please refer to that and read at your own leisure. So, at a glance, we've really become a dual commodity company. On the antimony side, the most important thing to note there is we've been a first mover in this space to bring domestic production back to the United States. And as such, we've been the recipient of a Department of War $43.4 million grant to do exactly that, to mine and refine antimony and bring that production back to the United States. On the gold side, to date, we've defined almost 10 million ounces, and we continue to advance the gold project with our latest feasibility economic study that we are working on to deliver that to market sometime next year. And everything we're in control of in terms of the technical side of the project, we believe we'll be ready by 2028. Moving along, the project, of course, is a 514 square kilometer State of Alaska claim block, all state land, no federal land, no native corporation land to contend with. This means a much more streamlined permitting process. To date, across the prospect, of course, we have our gold and antimony prospects. And the big ones there, of course, we're focused on for the gold is Korbel and RPM and then for antimony, Stibium and Styx. Now there's 20 other known prospects at various stages of advancement containing gold and antimony, copper, silver and many of these other critical elements. But those have been really our main areas of focus in terms of advancing them towards resources and towards production here. Again, as I said, dual commodity, gold and antimony, both at record high prices, and they continue to be strong and move up. We're really in the right place being in Alaska at the right time with the current -- in this current commodity bull market and with the right commodities as well with gold and antimony. So, on the antimony, again, we've been focused on Stibium and Styx here. Those are the two that we will be targeting for near-term production as part of this Phase 1 Department of War $43 million grant. At Stibium, here's what we have here. So we see the massive stibnite veining all over the surface. At Stibium, you can see some of the numbers here, just exceptional samples from the massive stibnite over an 800 by 400 meters area there. So we are currently in progress. We've stopped drilling for the season. We'll recommence here in the springtime next year to continue to try to establish a resource here. Now that's to establish a resource for longer-term production. In the near term, we are going to these prospects there, and we'll be taking the stibnite from the surface and starting to mine and produce antimony from that. So it's already ready for that. So for future production and future planning, of course, we'll be doing the drilling and establishing a resource. I mean the thing to understand with the Department of War grant is there's extra urgency in terms of production for munitions purposes, artillery shells and small and medium caliber munitions that we will be extracting antimony even before we have an actual resource required here just because we see the massive stibnite veining on the surface. This is quite an exciting prospect as well because you can see the gold values there are quite high, up to 141 grams per tonne. So along the way of production, we will be seeking to achieve gold credits and have some gold production as well, and we're looking into that with our metallurgical test work right now. Now you see, so these are outside of our gold prospects, and we can take these on a stand-alone parallel path, which means a much lower CapEx, much smaller footprint than the gold deposits. So there's Stibium. And then at Styx, this is another exciting antimony prospect. You can see the photo there. What we see is, again, massive stibnite veining on the surface. This vein that we're already starting to extract ore from. We've already established approximately 30-tonne stockpile of massive stibnite. You can see the photo that's myself and Senator Murkowski, our Alaskan Senator there in front of one of our stockpiles of Styx and Stibium ore. And so there's numerous of these veins at Styx. That's the main one we've been taking from. We've also done with the antimony quite a bit of already metallurgical test work with the ore sorting. And now the ore sorting is showing exceptional results. We're seeing a significant upgrade. So we're looking to first mine this material, of course, be as selective as we can with the high-grade stibnite at the mine phase and then do a first stage of ore sorting at the site to concentrate that, and we're seeing a 3x to 5x upgrade. So we could be mining material easily at 5% and then through the ore sorting step, upgrading that to 15% to 25% before it goes to downstream processing. So that's what we're focused on in Phase 1. So this Phase 1 grant that we've received from the Department of War is to refine and produce military-grade antimony trisulfide. And so this is the Phase 1 grant. We believe we can be producing that by next year. I mean it's a 24-month grant schedule. So the program schedules for 21 months or 24 months. So our deadline is by September 2027, but we believe we can be doing this by next year. Antimony trisulfide as Phase 1. Now being successful at that, that would potentially lead us into Phase 2, and we've already had discussions with the Department of War on that. And that Phase 2 would be an additional grant, a much larger grant where we would not only -- we would scale things up and not only produce antimony trisulfide, but antimony oxide, antimony metal and other refined antimony products and establish a much larger refinery not only for the Department of War, but for the entire U.S. industrial basin. And so we're working through the steps to achieve that. And so those steps are -- the award has been received -- we've already commenced some resource definition drilling, and that will continue in the spring. As I said, we've commenced some antimony ore stockpiling that's ready for processing. We've secured the land at Port Mackenzie, and we'll go into a bit more detail about that area. We've secured that for the actual downstream processing and refining of the material. That's complete. And we've commenced technical studies as well with our ore samples and bulk samples at Met Engineering in Australia there as well as we're working with Dr. Corby Anderson with Allihies Engineering, a leading antimony expert to develop a process flow sheet and process design. Stibium access road. This is imminent here. That permit is to be received here very shortly, I've been told. And also, again, as I said, we -- this is a tick box as well here. We've appointed Dr. Corby Anderson as our leading antimony expert, and you'll see some news flow on that. And then the remaining of these items here, we are slowly working ourselves through these. We are starting to already procure mining and processing equipment that will happen over winter here to bring that to the site as well to Port Mackenzie to commence construction starting in spring, summer next year. And we're seeking for commissioning of the processing plants sometime next year with full-scale production to be -- we're targeting late 2026, early 2027 for full-scale production to become a fully integrated mining to refining antimony supplier domestically here in the United States. So we're really at the center of that. This is why the Department of War, they were really looking for a company to take the bull by the horns. They came out to our site. They're really impressed with the project and what we have there. And that's why they chose us to be a recipient of this award to bring that domestic supply chain back with Nova Minerals has really been a first mover in that space. The Port Mackenzie site, which we've already secured for downstream antimony processing. It's a 42-acre parcel there right in the commercial industrial port district. It is a deepwater port. It could bring in Panamax class freighters there. You can see our parcel here is situated right between the rail bed and the road. We have power access right along that road. So this is -- this area has been designated for exactly projects like ours. And so we're moving forward there, already looking to do some early groundwork to clear some pad sites and bring in our equipment that we're now procuring to begin construction on our initial Phase 1 antimony trisulfide processing plant in spring of next year. So this is a really exciting development, and it really makes us a leader in the space by having the land, commercial industrial ready to go, ready to begin to break ground out there. And this is what -- we're working on the metallurgical test work to develop this process flow sheet, but this is what it's looking like conceptually already, we're looking to mine the material, of course, and then we'll utilize ore sorting at the site. And if you look at the ore sorting, we did a news release on this. The ore sorting is already enables us to not only concentrate the antimony, as I said, 3x to 5x higher, but also what we're seeing is that the accepted portion out of the ore sorters concentrates the antimony and the reject portion out of the ore sorters concentrates the gold. So we're seeing some kind of -- we're seeing separation there in the ore sorting process into a high-grade antimony, low-grade gold stockpile, which will go down for further antimony processing. And then a high-grade gold, low-grade antimony stockpile, which we will, of course, stockpile, and it still has value that we will then process later to extract that gold out of there and additional antimony. So once we create the -- after the ore sorter, we create the high-grade antimony stockpile, we're looking to mill and also looking to do some kind of gravity separation, plus or minus. We're doing that test work now. Certainly, we'll be doing flotation. And during that flotation, then we will produce anywhere from 40% to 60% antimony concentrate, and then that will go to the downstream refining process. Our test work, we're looking at both pyrometallurgical and hydrometallurgical methods for downstream processing. We are leaning towards the hydrometallurgical method. It's a much cleaner method. And what that results in is you leach the antimony out as well as the gold. And then from that antimony pregnant solution, you can then choose which antimony product to produce and take out of the solution. And so initially, of course, we'll be producing antimony trisulfide here, but we also have the option as we move along to produce antimony oxide as well as antimony metal and gold, I should add, out of that leach solution using different purification processes. So it really sets us up nicely to not only produce antimony trisulfide, which is the goal for Phase 1, which we're working on now, but in the future, produce these other antimony products. And ultimately, I spoke about Phase 2. The larger vision is then to move on to that Phase 2 by really scaling things up. What we're looking to do here is mine at the Estelle project, concentrate using ore sorting at the Estelle project, transport this to the Port Mackenzie central refinery location. And from here, this is a multimodal port, so rail line, road, air freight close by the port, of course. So this central location is being set up and really with the Department of War is looking for is a central regional refinery, actually refinery that projects from all around the world can send material to for downstream processing and refining. So there's numerous projects in Alaska approaching us every day that have offtake that want to send to our refining facility as well as across the region and the world so that ultimately, we are the antimony refining hub for the United States as well as potentially for export to our allies and such. So that's really the grand vision. Once we've completed Phase 1, which, as I said, we're looking to do by next year, then moving on to Phase 2, another year or two after that, we should have established the much larger refinery for all of these projects and for regional distribution, first and foremost, for the United States. And that's what we've been a first mover at. That's what we're at the center of. That's what the Department of War has given us the mission to do, and that's what we're doing. So that's the antimony. Let's not forget the gold. And this is another reason why the Department of War had such confidence in us is that we don't -- we're not just a one-trick pony with the antimony. We have commercial interest in gold and a very promising gold project as well. And so that gives them confidence that -- in our business strategy and our business model and the security as a company. So in the gold project, we've defined that almost 10 million ounces across the Korbel deposit and RPM deposit. So that's the global resource. Of course, we came out with a scoping study where in-pit economic resources, and I believe at that point, it was -- the gold price was $1,850 in-pit resources were 5.2 million ounces. So that's the economic resources at the scoping level stage, which is a bit dated now. That was almost two years ago. But now, of course, at these gold prices, you can imagine the increased -- the additional resources that we may capture as well as the significant improvements we should see in things like NPV and these type of things. At the scoping study level, I mean, when we looked at a sensitivity analysis of a $2,000 gold price, the NPV was approaching $1 billion. So we would expect something over that in the upcoming economic study that we're looking to release next year. So that's RPM and Korbel. So, at RPM, let's zoom in on that for a while. Of course, to date, there at RPM, we've defined three main zones, North, South and Valley. And this is the South area. So we like the South area. Any mining scenario will start here, no doubt with that high-grade RPM North material as a starter pit, and then we'll expand in the South area here, there's plenty of room to expand, not just around RPM there, but also, of course, it's very close by the train area, which are some of our most exciting exploration prospects and plenty of upside there. So, at RPM, we'll zoom in a bit further. Here's some of the results, drilling results we've received through the years. And it's just exceptional world-class drill results. I mean you can see this one here, I always love to read off, RPM-005, 400 meters at 3.5 grams per tonne, including 132 meters at 10 grams per tonne. So those are for the record books by any measure. And I could go on and on here, but that's very representative, particularly of that RPM North starter pit zone, which will -- is right on the surface, and we'll get straight into that for that quick payback as we expand into the much larger project. And it's not just the RPM deposit and the known zones, there's plenty of upside just around RPM. I mean what you see here is surface sampling and to note our surface sampling around these ridges along this RPM ridge, you can see there's a number of anomalies in the rock chips and soils that we've identified. And so those are all drill-ready. And the hope there is once we drill those, that will hit more of these RPM North high-grade bonanza zones along that ridge, certainly, the geology and they're all genetically linked from what we're seeing in our geology. In addition, you see out in the valley, this grid space sampling. What we see there is this is eroded material that's coming off of the RPM North high-grade zone, and it's valley fill. So it's already crushed up just unconsolidated material that's filling into that valley and a 1.7 kilometer strike length an anomaly there of over 1 gram per tonne material. And so we're looking to drill that. In fact, we did bring our RC rig out there this year and try to put a few test holes in there. I don't think the RC rig really did it justice because it's so u-consolidated that you're seeing that air flow really blow out the fines. But we are starting to test that area. It's about a 50-, 60-meter thickness there. So a substantial upside potential, 3 dig ready to dig up, if that can hold together that 1 or even 2 gram per tonne material within that valley fill, I mean that presents a big opportunity. So we continue to work on that valley fill. It's certainly coming down from that RPM North high-grade bonanza material filling in that valley. And then we would look to start at RPM and then, of course, expand into the much larger project, and that includes the Korbel area here. And so here at Korbel, to date, it's a bulk tonnage system. So to date, we've defined almost 800 million ounces -- or sorry, I wish, 800 million tonnes at about 0.3 grams per tonne. So it is a lower grade deposit, but bulk tonnage right on the surface. There is a higher-grade feeder core that runs through there. And by that, I mean, if you look at some of these intercepts here, 94 meters at 1 gram, 101 meters at 1.3 grams per tonne. So that represents that higher-grade feeder core, which, of course, will be direct mill feed. But we're looking to bulk mine this material as we move forward with the project. and separate out those -- the high-grade veins using ore sorting. We've gotten exceptional results using ore sorting with a 10x upgrade where we can take 0.4, 0.5 gram material and upgrade that up to 2 or 3 grams -- upgrade up to 4 to 5 grams per tonne. So the ore sorting works exceptionally well there. And if you look at these rock chip samples over here at a new discovery we made at Cathedral, 98 grams per tonne, 114 grams per tonne. That's the type of material we're separating out with the ore sorters. And you can see at those grades, how we get that 10x upgrade. Cathedral is a new discovery, early days, but we're seeing at a minimum another Korbel main taking shape right there at Cathedral, only 500 meters away. And here's the flow sheet that we've developed. We've done extensive metallurgical test work on both RPM and Korbel. Conventional off-the-shelf technology, nothing real fancy going on here. We have options to mill, of course, but also with the heap leach option and the ore sorting that really presents very efficient resource extraction. So what we're doing here is we'll be crushing it, of course, and then the lowest grade materials off to the heap leach pad, and then we'll classify high-grade material off to the mill, and then we'll classify a medium-grade material, employ these ore sorters. And with the ore sorters, we can focus on maximizing the grade. And so then the highest grade accepted material coming out of the ore sorters off to the mill and the lowest -- and then the reject material, which still has some grade in it, will go off to the heap leach pad, right? So then once the material goes to the mill, running 4 to 5 grams per tonne, we'll then float, we'll regrind we get really good recoveries at that about 22-micron grain size. And then we'll leach and already in our leach test work, we're seeing over 96% recovery and then through a typical gold plant to produce doré bars. And it's quite -- the bars should look nice and golden. It's very pure gold, not many impurities at all in there. And one thing to note is we've really taken a holistic approach to this project from the very beginning with multi-element analysis in all of our samples to not only appreciate the primary commodities, be it gold or antimony or some of these other things that we're seeing in some of these prospects of copper, we're looking at it in terms of the whole suite of critical elements as well, and that's already paid off with the antimony and the grant. But we have about 15 other known critical elements at very high concentrations at various prospects, and that includes things like gallium, scandium, yttrium, tungsten, these type of elements, about 15 of them there. And so once we've already spent the time, money and energy of taking out that primary commodity and crushing it and polarizing it all down, we're looking to put critical minerals extraction plants where it makes sense at the back end of the process to take out some of these elements like gallium and tungsten and these type of things. And there's significant -- with all of our work on this current Department of War grant, there's additional grants that we're working on for these other critical elements. And so we're pursuing those as well. And there's a lot of opportunity there for additional grants to be received for additional critical elements that are in our ores. And so that's all about this holistic approach and putting these on the back end. This is what we're working on, continue to work on with the Department of War to -- for additional funding for critical minerals extraction plants to bring that production back to the United States as well. The ores are very rich in these other critical elements as well in addition to the gold and the antimony. So it's looking very promising in that way. And then the future upside, no shortage of exploration properties that we continue to advance. I mean, particularly in the Stoney area. Here, we have multi-element hundreds of grams per tonne gold, thousands of grams per tonne silver, percent of copper antimony at Stoney and these other critical elements, the train area there, really close to RPM, if there was a process plant there for RPM, the train area would certainly feed into that high-grade gold up to 1,290 grams per tonne, antimony all over the place, high-grade gold, particularly at the Muddy Creek prospect and the Trumpet prospect and more antimony there as well. So gold, antimony is the story for Nova Minerals as we move forward as well as some of these other critical elements that includes copper, silver, which are also on the critical minerals list now here in the United States as well. So these [indiscernible]. So the upside at Estelle is immense. It's certainly the type of project that the majors, the mid-tiers are knocking on our door. They're getting -- we're on their radar, getting into our data room and having a look. This is what they like to see, the upside that presents a scenario where you can be out here for decades and decades producing multiple commodities with several mining centers across the property. So not many of these district scale plays left in the world, and this is certainly one that's on the radar of the big players. Our Board and our team here across all levels of the organization, we've got quite a deep bench with all the expertise required to meet our objectives and to push this project forward and to get where we need to go. Here's a quick corporate snapshot. There's 410 million shares on issue, a few options and performance rights hanging around, many of these looking set to expire here very soon. Current share price USD 8.87 on the NASDAQ, AUD 0.86. I think it's gone up to normalize with the NASDAQ. Now it's about AUD 1 something on the ASX. Certainly, we're seeing the NASDAQ lead the charge on this and the ASX tends to follow. USD 230 million market cap and just getting started here, we believe, USD 11 million cash in the bank. That's Nova cash, let's call it, in addition to access to USD 43.4 million in Department of War funding. We've already started to acquire some of that money and use it to procure mining and processing equipment for the antimony project. No debt, no debt. So we're certainly -- our chart shows that we're certainly in the right direction here, had that big run-up in there, and now we're starting to move back up towards that space. So Nova Minerals is a story that's getting out there. And we believe we're only getting started here as the antimony project unfolds and our next economic study, feasibility study comes out next year and people really start to appreciate this project for what it is. So, upcoming catalysts, of course, there'll be ongoing updates with the antimony drill results from this year, mainly at RPM there. We were infill drilling to continue to prove up those resources and expand it to measure and indicated as in anticipation of our -- of the economic study. Mineral resource updates then to follow after the drill results received, of course, metallurgical and technical studies are ongoing, getting very positive results. So we hope to release some of that information. Of course, all of that will then culminate into the actual feasibility study. Mine and infrastructure permitting already starting to do that. Camp and airstrip expansions and the road up to Korbel and the Stibium or -- the state has already issued the permit. We have one more to get from the U.S. Army Corps of Engineers, which they told me should be forthcoming here in the next week or so. And again, everything culminating in the feasibility studies. And of course, there's all these regional infrastructure development projects happening now, and they're gaining major momentum, especially on the back of our Department of War grant that includes the West Susitna Access Road, which is the 100-mile road that's going from Port Mackenzie out to our project, whole economic corridor through there. We're only one of many beneficiaries. Port Mac is looking to expand. They're receiving a lot of grants of their own for port expansions and many things happening in the region here on the back of this grant and they're gaining momentum on the back of the Estelle project and all the success that we've had. So some of the drivers for the Estelle project. We're in a favorable jurisdiction, like we said, in the right time, right place, right commodities, being on state land is such a key point. There's no federal land, no native corporation land to contend with. So we're already seeing the benefits of that. We've already been put on the critical minerals expedited permitting list, which is why we're seeing that stibium access road being -- permit being granted so rapidly. So everything we do now in terms of permitting, particularly on the antimony side is being expedited because we've been classified a critical minerals project by the federal government. We're an up-and-coming world-class gold and antimony producer, certainly with the grant and the gold is moving rapidly in advance as well. Like I said, everything we're in control of, we will be ready for production by 2028. Now there are certain things that have to fall into place in terms of some permitting as well as that West Susitna access road to really get that gold project up to full scale. However, we're project builders here. Just to be clear, we're not here to flip this project. That's not our main strategy. We're project builders. And so we're moving towards production. We've got production in our sights, cash flow on the horizon myself. I've been doing this business for 30 years. I'm actually from Alaska. So now full circle, back home, live here, work here in the trenches, moving this project forward day and night with our team. It's all about the team effort. We're sitting on one of the world's largest undeveloped gold deposits. People should never forget that. We've actually been called the Carlin Trend of the North. The Carlin Trend, that's the premier gold mining district in America there down in Nevada, and that's certainly the same story that's taking shape here, not just with gold, but also with the other elements like antimony, and we're looking really good for copper and silver there as well. We're going after the low-hanging fruit for now, mostly outcropping out there. So it doesn't require complicated deep searching expensive exploration techniques just yet. So we're just going after the low-hanging fruit, open pit, low strip bulk mineable high-grade deposits that are right on the surface. There's underground potential, and that's all future upside, not only at the deposits that we have, but in these 20 other known prospects there that I pointed out that we continue to advance, not only in terms of the gold, but the antimony, the gold, the copper, the silver and all these other critical elements that we're working on. The grant certainly we received a vote of confidence with that Department of War grant of $43.4 million, and that's just for Phase 1 to produce that niche product, antimony trisulfide. Once we've had success from that in a year's time, 12 to 18 months' time, we'll be moving on to Phase 2, which is an additional grant, which is multitudes larger than this to go into Phase 2 and to really expand the antimony project with a larger refinery, scaled up mining operations to create the antimony domestic refining hub for the United States. That's what we're at the center of. So we're a first mover in that space in terms of antimony. Not easy getting a Department of War grant. And you see a lot of companies now, everybody's got antimony. I'd be shocked if anybody -- any other companies receive antimony grants anytime soon. I mean they've really put their eggs in our basket, the Department of War has, and we're going to deliver. And all that content, much, much more, of course, on our website. I urge everybody to go there and dig a bit deeper. And I think you'll find we're on to something very special here. Antimony production on the horizon, gold and the gold feasibility study to be delivered to market next year. And with that, I thank you. Thank you for your time and watch the news flow, and we'll see you again for this type of presentation next year. And I think that concludes the AGM for 2025. And with that, right, Richard, we're signing off.

It does. Yes, we are. Thank you very much. Thanks, Chris.

Thank you.