Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this Report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "plan," and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, and in the risk factors on Form 10-K that was filed with the U.S. Securities and Exchange Commission ("SEC") on September 30, 2026. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

The following discussion provides information we believe is relevant to an assessment and understanding of our consolidated operating results and financial condition. The following discussion should be read in conjunction with our other reports filed with the SEC, as well as our Financial Statements and the Notes thereto. Terms not defined herein have the same meaning defined elsewhere in this Report.

Overview

Nova is a gold, antimony, and critical minerals exploration and development company focused on advancing its flagship Estelle Gold and Critical Minerals Project (the "Estelle Project") in Alaska. The Estelle Project comprises 514 km² of State of Alaska mining claims and encompasses multiple mining complexes across a 35 km long mineralized corridor containing more than 20 advanced gold and antimony prospects. Nova holds an 85% ownership interest in the Estelle Project.

The Company is currently in the exploration stage and has not generated revenue from operations to date. The Company does not expect to generate material revenue from the sale of gold or antimony until the relevant mining, processing and production facilities have been constructed and commissioned.

Redomiciliation

On June 16, 2026, Nova Minerals Limited, an Australian corporation, completed a redomiciliation to the United States pursuant to a statutory Scheme of Arrangement under Australian law. In connection with the Redomiciliation, Nova Minerals Corp, a Nevada corporation, became the ultimate parent company of the Nova Minerals group, and Nova Minerals Limited became a wholly owned subsidiary of the Company.

As a result of the Redomiciliation, the Company became a U.S.-domiciled reporting company subject to the reporting requirements of the SEC and applicable U.S. securities laws. The Company's primary listing also changed from the ASX to the NYSE American, while the Company's securities continued to be available for trading in Australia through CDIs.

The Redomiciliation did not result in a change in the Company's underlying business, mineral exploration and development activities, management or strategic objectives. The Company continues to conduct its operations primarily through its existing subsidiaries and remains focused on the exploration and development of its Estelle Project.

The Redomiciliation primarily resulted in changes to the Company's corporate structure, jurisdiction of incorporation, capital structure and reporting requirements. The transaction did not, by itself, result in a material change to the Company's underlying operating activities or cash flows. See Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements for additional information regarding the transaction and its effect on the Company's capital structure.

Following completion of the Redomiciliation, the Company's consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in U.S. dollars. The historical operating activities of Nova Minerals Limited and its subsidiaries continue to be reflected in the Company's consolidated financial statements.

Operations Summary

The Company is currently engaged in the exploration and development of its flagship Estelle Gold and Critical Minerals Project (the "Estelle Project") in Alaska, which includes gold, antimony and other critical mineral prospects. During the three months ending September 30, 2026, the Company operated in one reportable operating segment, being the exploration and development of gold and antimony mineral properties.

During the 2026 field season, the Company completed approximately 8,000 meters of drilling targeting both gold and antimony prospects at the Estelle Project. The results of this drilling program will be used to further evaluate the mineral potential of the Project and guide the Company's future exploration and development activities

Gold

During the three months ending September 30, 2026, the Company continued its district-scale exploration activities at the Estelle Project, including the completion of a drill program at RPM designed to expand the deposit and improve confidence in the existing mineral resource. The Company also completed a geophysical survey to refine future exploration targets and continued property-wide geologic mapping and sampling programs. In parallel, the Company advanced metallurgical test work, including bench-scale flotation testing to optimize gold recoveries and support the ongoing preparation of a pre-feasibility study ("PFS") for gold production.

Antimony

During the three months ended September 30, 2026, Nova's antimony activities focused on advancing the development of its integrated Alaska antimony supply chain, supported by the $43.4 million DoW award. Exploration activities included drilling at the Stibium and Styx antimony-gold prospects to test the extent of stibnite-bearing mineralization. Approximately 100 tons of antimony-bearing material was collected for initial feedstock for the planned pilot-scale processing facility. Significant progress was also made on the downstream processing and refining facility at Port MacKenzie, with approximately 500 tons of processing and refining equipment delivered to the site in September 2026, early earthworks commenced and construction preparations advanced. Subsequent to September 30, 2026, the Company received all final regulatory approvals for its vertically integrated U.S. domestic antimony development, covering stibnite mining at the Styx and Stibium prospects, ore sorting and processing at the Whiskey Bravo concentration site within the Estelle Project, and downstream processing and refining at Port MacKenzie. These approvals clear the way for the Company to advance development of its integrated Alaska-based antimony supply chain.

Results of Operations

Comparison of Three Months Ending September 30, 2026 and 2025

Operating income/(expenses)

		For the Three Months Ending September 30,
		2026				2025				Increase/(decrease)
Operating income/(expense)
Government grant income, net		$	514,041			$	-			$	514,041
Exploration and evaluation			(11,675,076	)			(6,283,984	)			5,391,092
General and administrative			(1,283,209	)			(1,002,425	)			280,784
Depreciation and amortization			(408,191	)			(73,796	)			334,395
Loss from operations		$	(12,852,435	)		$	(7,360,205	)		$	5,492,230

Government grant income, net of commissions

During the three months ending September 30, 2026, and in accordance with the Company's accounting policy for government grant income on grants related to assets purchased and reimbursable under the DoW award, which recognizes such income in earnings on a straight-line basis over the estimated useful lives of the underlying assets, the Company recorded $0.6 million for Government grant income. No grant income was recognized during the period for the completion of grant milestones under the DoW award. These amounts were partially offset by cash commissions paid to consultants of $0.1 million. There were no comparable transactions for the 2025 period.

Exploration and Evaluation

Exploration and evaluation costs increased $5.4 million to $11.7 million for the three months ending September 30, 2026 as compared with $6.3 million for the three months ending September 30, 2025. This increase is primarily due to the following:

	●	Increase of $0.5 million for contractors. This increase is due to increased activities related to the larger 2026 field exploration programs.
	●	Increase of $2.8 million for drilling services and related costs. The Company undertook a larger drill program during the 2026 field season in order to meet certain DoW award milestones and to support the Company's gold pre-feasibility study needs;
	●	Increase of $0.6 million for mining studies as the Company continued work on its pre-feasibility study test works and other related studies for its antimony exploration activities;
	●	Increase of $1.0 million for freight related to the Company's procurement and delivery of the antimony processing plant equipment; and
	●	Increase of $0.6 million for camp related expenses. This increase is the result of increased activity on site related to additional drilling, bulk sampling activities and personnel needs.

General and Administrative

General and administrative costs increased $0.3 million to $1.3 million for the three months ending September 30, 2026 as compared with $1.0 million for three months ending September 30, 2025. This increase is primarily due to higher legal, exchange, transfer agent, and insurance costs associated with being a U.S. domiciled company now, as well as higher marketing expenses for the period.

Depreciation and Amortization

Depreciation and amortization increased $0.3 million to $0.4 million for the three months ending September 30, 2026 as compared with $0.1 million for the three months ending September 30, 2025. This increase is due to the purchase of the mining and processing equipment subsequent to the receipt of the DoW grant in October 2025.

Non-Operating (Expense)/Income

		For the Three Months Ending September 30,
		2026				2025				Increase/(decrease)
Non-operating income/(expense)											-
Interest income		$	116,430			$	95,499				20,931
Unrealized (loss)/gain on equity investment securities			(304,233	)			738,067				(1,042,300	)
Foreign currency (loss)/gain			(9,775	)			98,681				(108,456	)
Total non-operating (expense)/income		$	(197,578	)		$	932,247			$	(1,129,825	)

Interest Income, net of Interest Expense

Interest income, net of interest expense was $0.1 million for both the three months ending September 30, 2026 and 2025. The Company earns interest on its cash balances held in a money market account during the period and pays interest on its Finance lease liabilities and its Notes payable. During the three months ending September 30, 2026, the Company recognized interest income of $160,062 which was offset by interest expense of $43,632.

Unrealized gain/(loss) on equity investment securities

The Company recorded a marked-to-market adjustment loss on its Equity investment securities of $0.3 million for the three months ending September 30, 2026 compared with a gain of $0.7 million for the three months ending September 30, 2025. The marked-to-market adjustment loss for the three months ending September 30, 2026 is the result of a decrease in the closing share price of the Company's Equity investment securities from the prior period. The marked-to-market adjustment gain for the three months ending September 30, 2025 is the result of the Company's purchase of units of Amara Minerals during the period and the resulting fair value recognition on the ordinary shares and ordinary share purchase warrants that were obtained for a discount at the time of subscription. Additionally, the closing share price of the Company's other investments increased from the prior period, resulting in a gain.

Foreign currency (loss)/gain

The Company recorded a foreign currency loss of $9,775 for the three months ending September 30, 2026 compared with a gain of $0.1 million for the three months ending September 30, 2025. Foreign currency gains and losses are the result of transaction gains and losses when the Company incurs costs in a foreign currency other than its functional currency. In addition, the Company records foreign currency gains and losses on the remeasurement of its Australian subsidiaries trial balances from local currency (AUD) to functional currency (USD).

Income tax benefit

The Company recorded an Income tax benefit of $1.0 million for the three months ending September 30, 2026 for differences between the treatment of Depreciation and amortization for book and tax purposes. The Company recognizes and income tax expense or income tax benefit when temporary differences between book and tax create deferred tax assets or deferred tax liabilities.

Liquidity and Capital Resources

General

The Company's cash and cash equivalents decreased to $17.8 million as of September 30, 2026, compared with $26.8 million as of June 30, 2026. Despite collecting $5.5 million in outstanding DoW receivables during the three months ending September 30, 2026, cash decreased primarily due to $11.7 million in expenditures associated with the 2026 exploration and field program and mining studies supporting the gold pre-feasibility study and antimony project, $1.3 million in operating expenses, and $3.8 million in payments for the remaining balances on ore sorters and other antimony processing plant equipment. The equipment costs had previously been fully claimed under the DoW award, with the related reimbursement received by the Company.

As the Company is currently in the exploration-stage, the Company does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its cash balances and other sources of cash to fund the business, including equity and debt financings.

Based on the Company's current operating plans and anticipated expenditures, management anticipates its existing financial resources are not sufficient to fund its planned operations for at least twelve months from the date the Financial Statements are issued. These conditions raise substantial doubt about the Company's ability to continue as a going concern. See Note 3 - Going Concern, to the Financial Statements.

The Company's ability to continue as a going concern is dependent upon its ability to obtain additional financing and, where applicable, continue to receive funding under existing government award arrangements. Historically, the Company has financed its activities primarily through equity and debt financings and government funding. Management intends to seek additional capital through equity or debt financings or other financing arrangements as necessary to fund the Company's operations and planned activities. However, the Company's ability to obtain additional financing is subject to a number of factors, including market conditions, the Company's operating and exploration results and investor interest in the Company and the mining industry generally. There can be no assurance that additional financing will be available when required, in sufficient amounts or on terms acceptable to the Company.

The Company's future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company's control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal and antimony prices and the impacts (near-term and future) they have on the business; (ii) controlling working capital and managing discretionary spending; (iii) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (iv) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Estelle Project; and (v) deferring such items that are not expected to benefit our near term operating plans.

The Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Estelle Project and will continue to explore other strategic initiatives to enhance shareholder value. The Company may not be successful with its efforts to raise additional capital.

Cash and Liquidity

The Company has placed substantially all its $17.8 million cash balance in operating and money market accounts with well-capitalized financial institutions.. In addition, the Company has received approximately $23.9 million of the $43.4 million DoW award. The remaining approximately $19.6 million is expected to be received during the remainder of fiscal year 2027 as the Company believes it will remain on schedule to achieve the required milestones under the DoW award.

Cash used in operating activities

During the three months ending September 30, 2026, the Company used $4.9 million of cash in operating activities, primarily attributable to the following:

	●	a Net loss, excluding non-cash items of $0.7 million, of $11.3 million;
	●	a decrease in Accounts payable of $1.8 million due to timing of vendor payments near the end of the period;
	●	a decrease in Accounts receivable, net of $5.5 million. The Company collected the outstanding $5.5 million receivable for the DoW grant during the period;
	●	an increase in Other accrued expenses of $3.0 million for costs related to the Company's 2026 field program;
	●	an increase in Deferred government grant of $0.8 million which was related to the receipt of $1.4 million for grants related to assets, partially offset by $0.6 million amortization on Deferred government grants; and
	●	a decrease in Deferred taxes of $1.0 million which was due to differences between how Depreciation and amortization is treated for book purposes compared to tax.

During the three months ending September 30, 2025, the Company used $4.9 million of cash in operating activities primarily attributable to a Net loss, excluding non-cash items of $0.7 million, of $7.1 million and an increase in Prepaid expenses of $0.2 million which was partially offset by an increase in Accounts payable of $1.8 million, an increase in Other accrued expenses of $0.4 million and a decrease in Accounts receivable, net of $0.2 million.

Cash used in investing activities

During the three months ending September 30, 2026, the Company used $3.8 million of cash in investing activities all of which was attributable to purchases of Plant and equipment.

During the three months ending September 30, 2025, the Company used $0.7 million of cash in investing activities primarily attributable to the purchase of Equity investment securities for $0.7 million.

Cash (used in)/provided by financing activities

During the three months ending September 30, 2026, the Company used $0.2 million of cash in financing activities which was attributable to payments on the Company's Lease liabilities of $0.1 million and payments on the Company's Notes payable of $0.1 million.

During the three months ending September 30, 2025, the Company's financing activities provided cash of $11.2 million which was primarily attributable to proceeds from equity issuances of $11.1 million and proceeds from the exercise of stock options of $0.1 million.

Capital Expenditures

The Company funded its capital expenditures during the three months ending September 30, 2026, using cash received upon reimbursement under the DoW award. Under the terms of the award, the Company received reimbursement for the purchase of mining and processing equipment to advance the development of a pilot-scale antimony processing facility in Alaska capable of producing military-grade antimony trisulfide product required under the DoW award. The Company expects that additional capital expenditures may be required as it advances its exploration, development and antimony processing activities. The Company expects that the remaining amount available under the DoW award will substantially fund any remaining capital expenditures related to its pilot-scale antimony development.

Contractual Obligations

The following table provides the Company's gross contractual cash obligations as of September 30, 2026, which are grouped in the same manner as they are classified in our Unaudited Condensed Consolidated Statement of Cash Flows:

		Payments Due by Period
		Total				Less than 1 year				1 - 3 Years				3 - 5 Years				More than 5 Years
Financing activities:
Finance lease liabilities		$	1,933,384			$	594,887			$	1,189,774			$	148,723			$	-
Notes payable			1,285,733				406,021				812,042				67,670				-
Total		$	3,219,117			$	1,000,908			$	2,001,816			$	216,393			$	-

Accounting Developments

For a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 to the Unaudited Condensed Consolidated Financial Statements.

Critical Accounting Estimates

Our discussion of financial condition and results of operations is based upon the information reported in our Financial Statements. The preparation of these Financial Statements in conformity with US GAAP requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements. We have identified the accounting estimates listed below as critical to understanding and evaluating the financial results reported in our Consolidated Financial Statements. These accounting estimates require the application of significant management judgment and are critical due to the significant level of estimation uncertainty regarding the assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. We review the underlying factors used in our estimates regularly, including reviewing the significant accounting policies impacting the estimates, to ensure compliance with US GAAP. However, due to the uncertainty inherent in our estimates, actual results may materially differ from the estimates we calculate due to changes in circumstances, global economics and politics, and general business conditions. A summary of our significant accounting policies is detailed in Note 2 to the Financial Statements.

Valuation of Deferred Tax Assets and Valuation Allowances

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets are recognized for deductible temporary differences, net operating loss (NOL) carryforwards, and tax credit carryforwards.

We evaluate the realizability of our deferred tax assets on a quarterly basis. We establish a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. This assessment requires significant management judgment, including projections of future taxable income by jurisdiction, the reversal of existing temporary differences, and feasible tax planning strategies.

Recognition and Compliance Assessment of Government Grant Income

The Company receives money from the government to fund the development and production of antimony under the DoW grant. We recognize government grants in our Unaudited Condensed Consolidated Statements of Operations when it is probable that we will meet the requirements of each milestone and the grants will be received. For income-related grants, funds are deferred and included in Deferred government grant to the extent that the Company has not incurred all expenses necessary to achieve the milestone. For milestones fully achieved, the Company records the grant related to income directly in earnings. For grants related to assets, funds received are deferred and included in Deferred government grant and amortized on a straight-line basis over the life of the underlying asset, typically five years.

Determining whether achievement of a milestone has been achieved and whether a grant is probable of receipt requires significant management judgment. This includes evaluating the technical progress of specific milestones and determining what costs, if any, remain relative to achieving specific milestones. If our operational progress or regulatory interpretations diverge from initial expectations, it could result in the delay or forfeiture of any grant income that has not yet been received.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q for the three months ending September 30, 2026 contains forward-looking statements within the meaning of applicable U.S. federal securities laws. Forward-looking statements include, among other things, statements regarding our plans, objectives, expectations, strategies and intentions; exploration, drilling and development activities and results; the potential development, construction and operation of the Estelle Project; potential mineral resources and reserves; anticipated costs, expenditures and financing requirements; our ability to obtain additional financing; future production and revenues; commodity prices; permitting and regulatory matters; infrastructure and supply availability; potential acquisitions, joint ventures and strategic initiatives; and our expectations regarding our financial condition, results of operations and future business prospects.

Forward-looking statements may be identified by words such as "anticipate," "believe," "could," "expect," "intend," "may," "plan," "potential," "seek," "should," "will," "would," and similar expressions, although not all forward-looking statements contain these words. These statements are based on our current expectations, assumptions, estimates and projections and are not guarantees of future performance.

Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond our control. These risks and uncertainties include, among others:

	●	our ability to complete additional drilling, technical studies, economic assessments and pre-feasibility and feasibility studies and the results of those activities;
	●	our ability to successfully develop, construct, commission and operate a commercially viable mine and processing facility for gold and/or antimony at the Estelle Project, if warranted;
	●	our ability to obtain and maintain all necessary permits, licenses, approvals, claims and other governmental authorizations and to comply with applicable laws and regulations;
	●	fluctuations in the market prices of gold, antimony and other critical minerals and the resulting effects on the economic viability of our projects, financing prospects and potential future revenues and cash flows;
	●	our ability to obtain sufficient financing on acceptable terms or at all to fund exploration, development, construction and operations, and the potential dilution resulting from future equity financings;
	●	our ability to obtain further grants or other governmental support for our potential antimony development strategy;
	●	increases in capital and operating costs, inflation, interest rates, tariffs, supply chain constraints and the availability and cost of labor, equipment, energy, water, materials and other supplies;
	●	our reliance on contractors, consultants and key personnel and our ability to attract and retain qualified personnel;
	●	our ability to maintain valid title to, and our rights and interests in, the Estelle Project and any other mineral properties we may acquire;
	●	our ability to successfully pursue acquisitions, investments, joint ventures, partnerships and other strategic opportunities and to integrate or operate any acquired properties or businesses;
	●	competition for mineral properties, personnel, equipment, financing and other resources;
	●	geopolitical, economic and financial market conditions, including disruptions to capital markets, international trade and supply chains;
	●	currency fluctuations and other factors affecting our financial condition and results of operations;
	●	cyberattacks, information technology failures and other security or operational disruptions;
	●	litigation, insurance limitations and other liabilities associated with our activities;
	●	our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures and comply with applicable public company reporting requirements;
	●	our ability to maintain the listing of our securities on the applicable securities exchange;
	●	changes in U.S., Australian, Alaskan and other applicable laws, regulations and governmental policies that may affect our business or the mining industry;
	●	changes in environmental, social and governance expectations and related impacts on our reputation, permitting, financing and operations; and

These statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. See our other reports filed with the SEC for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that we believe are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Quarterly Report, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this Quarterly Report speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see the Risk Factors in Part II - Item 1A. Risk Factors of this Quarterly Report.