Exhibit 99.1

NOVA MINERALS LIMITED

ACN 006 690 348

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2025 Annual General Meeting (“Meeting”) of the shareholders of Nova Minerals Limited (ACN 006 690 348) (“the Company” or “Nova”) will be held as a virtual meeting using technology on 10 November 2025 at 10:00am (AEDT/ Melbourne time).

Further details in respect of each of the resolutions proposed in this Notice of Annual General Meeting (“Notice”) are set out in the Explanatory Memorandum (“Memorandum”) accompanying this Notice. Details of the resolutions contained in the Memorandum should be read together with, and form part of, this Notice.

Details of how to attend the Meeting virtually are set out in the letter to shareholders on or around the date of this Notice.

VOTING BY PROXY

To vote by proxy, you must complete and lodge the Proxy Form using one of the following methods:

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

For details on how to complete and lodge the Proxy Form, please refer to the instructions on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

the Chair is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

VOTING ON THE DAY

AGENDA

2025 ANNUAL FINANCIAL STATEMENTS

To lay before the meeting and consider the Annual Financial Statements of the Company in respect of the year ended 30 June 2025 and comprising the Annual Financial Report, the Directors’ Report and the Auditor’s Report.

RESOLUTION 1: NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

To consider and, if thought fit, pass the following Resolution as a non-binding ordinary resolution:

“That the Company approve the adoption of the Remuneration Report, included in the Directors’ Report, for the financial year ended 30 June 2025.”

Voting Prohibition:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of either of the following persons:

However, a person (voter) may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a Restricted Voter and the voter is appointed as a proxy in writing that specifies the way the proxy is to vote on Resolution 1. The Chair may also exercise undirected proxies if the vote is cast on behalf of a person entitled to vote on Resolution 1 and the proxy appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of members of the key management personnel of the Company.

Voting Note:

Directors of the Company who are key management personnel whose remuneration details are included in the 2025 Remuneration Report, any other key management personnel whose remuneration details are included in the 2025 Remuneration Report, or any of their closely related parties, will not be able to vote on Resolution 1 or to vote undirected proxies held by them on Resolution 1.

RESOLUTION 2A: RE-ELECTION OF CRAIG BENTLEY AS A DIRECTOR

To consider and, if thought fit, pass the following Resolution as an ordinary resolution:

“That Craig Bentley, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

RESOLUTION 2B: RE-ELECTION OF LOUIE SIMENS AS A DIRECTOR

To consider and, if thought fit, pass the following Resolution as an ordinary resolution:

“That Louie Simens, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election, be re-elected as a Director of the Company.”

RESOLUTION 3: ELECTION OF CHAIM (DOVI) BERGER AS A DIRECTOR

To consider and, if thought fit, pass the following Resolution as an ordinary resolution:

“That, for the purpose of the Company’s constitution and for all other purposes, Mr Chaim (Dovi) Berger, a Director appointed to fill a casual vacancy who retires in accordance with the constitution of the Company and, being eligible, offers himself for election, be elected as a Director.”

RESOLUTION 4: APPROVAL OF 10% PLACEMENT FACILITY

To consider, and if thought fit, pass the following Resolution as a special resolution:

“That for the purposes of ASX Listing Rule 7.1A, shareholders approve the Company having the capacity to issue fully paid ordinary shares in the capital of the Company up to the maximum number permitted under ASX Listing Rule 7.1A.2 at an issue price which is not less than 75% of the volume weighted average market (closing) price of the Company’s ordinary shares calculated over the last fifteen (15) days on which trades of the Company’s ordinary shares were recorded on ASX immediately before the date on which the issue price is agreed or the date the issue is made as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Note:

If as at the time of the Meeting, the Company:

this Resolution will be withdrawn.

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution 4 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 a benefit solely by reason of being a holder of ordinary securities in the entity) or any of their associates.

However, this does not apply to a vote cast in favour of Resolution 4 by:

RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF SHARES

To consider and, if thought fit, to pass the following Resolution 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 of A$0.235 (23.5 Australian cents) per share (represented by 1,308,400 ADSs at an issue price of US$9.25 per ADS) to existing and new unrelated investors as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or any associate of that person.

However, this does not apply to a vote cast in favour of Resolution 5 by:

RESOLUTION 6: APPROVAL OF ISSUE OF WARRANTS

To consider and, if thought fit, to pass the following Resolution 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 ADSs (each warrant having an exercise price of A$0.3525 (35.25 Australian cents) per share (US$13.875 per ADS) and expiring 17 July 2030) to ThinkEquity LLC (or its nominee(s)) as described in the Memorandum which accompanied and formed part of this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour 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 a benefit solely by reason of being a holder of ordinary securities in the Company) and any of their associates.

However, this does not apply to a vote cast in favour of Resolution 6 by:

RESOLUTION 7: ADOPTION OF EMPLOYEE INCENTIVE SCHEME

To consider and, if thought fit, to pass the following Resolution 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.”

Voting Exclusion Statement:

The Company will disregard any votes cast in favour of this Resolution 7 by or on behalf of a person who is eligible to participate in the employee incentive scheme or any of their associates.

However, this does not apply to a vote cast in favour of Resolution 7 by:

Proxy Voting Prohibition – Resolution 7

Other than as set out below, a vote on Resolution 7 must not be cast as proxy by a Restricted Voter.

A Restricted Voter may cast a vote on Resolution 7 as a proxy if either:

RESOLUTION 8A: APPROVAL FOR ISSUE OF OPTIONS – CHRISTOPHER GERTEISEN

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 4,125,000 options to Christopher Gerteisen (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for resolution 8A is set out below.

RESOLUTION 8B: APPROVAL FOR ISSUE OF OPTIONS – LOUIE SIMENS

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 nominee(s)), as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for resolution 8B is set out below.

RESOLUTION 8C: APPROVAL FOR ISSUE OF OPTIONS – CRAIG BENTLEY

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 Craig Bentley (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for resolution 8C is set out below.

RESOLUTION 8D: APPROVAL FOR ISSUE OF OPTIONS – AVI GELLER

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 nominee(s)), 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.

RESOLUTION 8E: APPROVAL FOR ISSUE OF OPTIONS – RICHARD BEAZLEY

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 1,250,000 options to Richard Beazley (and/or his nominee(s)), as described in the Memorandum which accompanied and formed part of this Notice.”

A voting exclusion statement and proxy voting prohibition for resolution 8E is set out below.

Voting Exclusion Statement – Resolutions 8A to 8E

The Company will disregard any votes cast in favour of Resolutions 8A to 8E respectively by or on behalf of a person referred to in ASX Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question and any of their associates.

However, this does not apply to a vote cast in favour of Resolutions 8A to 8E respectively by:

Proxy Voting Prohibition – Resolutions 8A to 8E

Other than as set out below, a vote on Resolutions 8A to 8E respectively must not be cast as proxy by a Restricted Voter.

A Restricted Voter may cast a vote on Resolutions 8A to 8E respectively as a proxy if either:

RESOLUTION 9: NON-BINDING RESOLUTION TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To consider and, if thought fit, to pass the following Resolution as a non-binding ordinary resolution:

“To ratify the appointment of Grassi & & Co. CPAs, P.C. as the independent registered public accounting firm of the Company for the fiscal year ending 30 June 2026 for financial statements filed with the Securities and Exchange Commission (“SEC”).”

OTHER BUSINESS

To consider any other business that may be brought before the Meeting in accordance with the Constitution of the Company and the Corporations Act.

By the order of the Board

Ian Pamensky

Company Secretary

Dated: 15 September 2025

The accompanying Proxy Instructions and Memorandum form part of this Notice.

PROXY AND VOTING INSTRUCTIONS

NOVA MINERALS LIMITED

ACN 006 690 348

ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM

This Memorandum has been prepared for the information of members of Nova Minerals Limited [ACN 006 690 348] (the “Company” or “Nova”) in connection with the business to be conducted at the 2025 Annual General Meeting (“Meeting”) of Shareholders of the Company to be held by virtual meeting on 10 November 2025 at 10:00am (AEDT/ Melbourne time).

This Memorandum should be read in conjunction with, and forms part of, the accompanying Notice.

2025 Annual Financial Statements

Section 317 of the Corporations Act 2001 (Cth) (“the Corporations Act”) requires the Company’s Annual Financial Report, Directors’ Report, Remuneration Report and Auditor’s Report for the financial year ended 30 June 2025 to be laid before the Annual General Meeting. There is no requirement that Shareholders formally approve the reports.

The Financial Report contains the financial statements of the consolidated entity consisting of the Company and its controlled entities.

As permitted by the Corporations Act, a printed copy of the Company’s 2025 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2025 Annual Report is available from the Company’s website (www.novaminerals.com.au) and the ASX announcements page of the Company (www.asx.com.au, search code “NVA”).

The Chair will allow a reasonable opportunity at the Meeting for shareholders to ask questions. shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2025, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of the Company’s auditor relating to the conduct of the audit.

There is no requirement for these reports to be formally approved by shareholders. No resolution is required to be moved in respect of this item.

Resolution 1: Non-binding Resolution - Remuneration Report

The Company is required pursuant to the Corporations Act, to propose a non-binding resolution regarding the 2025 Remuneration Report, which forms part of the Director’s Report in the 2025 Annual Financial Statements. The vote is advisory only and does not bind the Directors or the Company.

The Remuneration Report:

Shareholders attending the Meeting will have an opportunity to discuss and put questions in respect of the Remuneration Report. The vote on this Resolution is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this Resolution and the outcome of the vote on this Resolution when considering the future remuneration policies and practices of the Company.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM’s (treating this AGM as the first such meeting), shareholders will be required to vote at the second of those AGM’s on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director and CEO) must be put up for re-election. The vote on the Remuneration Report contained in the Company’s 2024 Annual Financial Statements was passed with the support of more than 75% of votes thus a spill resolution will not be required in the event that 25% or more of votes that are cast are against the adoption of the 2025 Remuneration Report. However, in the event that 25% or more of votes that are cast are against the adoption of the 2025 Remuneration Report, shareholders should be aware that if there is a ‘no’ vote of 25% or more for the same resolution at the 2026 AGM the consequences are that it may result in the re-election of the Board.

Note that a voting prohibition applies to Resolution 1 on the terms set out in the Notice. In particular, Directors and other members of the key management personnel details of whose remuneration are included in the Remuneration Report or a closely related party of those persons must not vote on Resolution 1 and must not cast a vote as proxy, unless the proxy appointment gives a direction on how to vote provided however that the Chair may vote undirected proxies on behalf of persons eligible to vote where expressly authorised to do so on the proxy form.

Background to Resolutions 2A – 2B

Article 59(1) of the constitution of the Company (Constitution) requires that one-third of the Directors (other than the Managing Director) or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors, must retire from office at each AGM.

Article 59(2) of the Constitution requires that a Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected, even if this results in more than one-third of all Directors retiring from office.

Article 59(3) of the Constitution provides that a retiring Director will be eligible for re-election.

Craig Bentley was elected, and Louie Simens was last re-elected, as a Director of the Company at the general meeting of the Company on 29 November 2022. Accordingly, both Craig Bentley and Louie Simens are required to retire by rotation in accordance with the Constitution and, being eligible, may seek re-election. Further details are set out below.

Resolution 2A: Re-election of Mr Craig Bentley as a Director

Craig Bentley, Director of Finance and Compliance, retires in accordance with the Constitution and, being eligible, seeks re-election pursuant to Resolution 2A.

Mr. Craig Bentley holds a Bachelor of Commerce and Administration degree, majoring in accountancy and commercial law. Mr Bentley held positions at Ernst and Young and worked internationally, including on the audit of the Bank of America and a special audit for an insurance company prior to IPO listing in the USA, amongst others. In addition, he has over 30 years of commercial and finance experience working in senior roles in multinational private enterprises. Mr Bentley is tasked with compliance and risk management and was instrumental in the Company’s recent successful U.S NASDAQ listing. Mr Bentley’s role also includes finance, marketing, and assisting with the company’s strategy during Nova’s forecasted rapid growth period.

The Board, with Craig Bentley abstaining from making a recommendation, recommend that shareholders vote in favour of Resolution 2A.

Resolution 2B: Re-election of Mr Louie Simens as a Director

Louie Simens, Executive Director, retires in accordance with the Constitution and, being eligible, seeks re-election pursuant to Resolution 2B.

Mr. Louie Simens served on our Board since December 2017, from Estelle greenfields to its current multi-million resource, and was our interim executive Chairman from April 2023 to July 23, 2024. Mr. Simens is responsible for managing our core business operations, which requires oversight of company-wide operational efficiencies and working with management and the board to review and implement strategic plans to facilitate growth. Mr. Simens has served as manager of our AK Custom Mining LLC subsidiary since 2017, our Alaska Range Resources LLC subsidiary since 2022 and our AK Operations LLC subsidiary since 2018. In addition, Mr. Simens has served as a director of our AKCM (AUST) Pty Ltd subsidiary since 2017. He has extensive experience in capital markets and running businesses, as well as in corporate restructuring, due diligence and mergers & acquisitions, where he utilizes his knowledge of corporate governance and project management. Mr. Simens has a successful track record spanning more than a decade, owning and operating contracting businesses in the fields of both civil and building construction. Mr. Simens has been a director of Benison Contractors Pty Ltd, his family construction group, since its inception on 5 July 2007. He also undertakes property development and investment. Mr. Simens was a Director of Snow Lake Resources Ltd (Nasdaq: LITM), an entity in which we previously held a significant interest, since November 2018 to May 2022 and was appointed Snow Lake’s Non-Executive Chairman in December 2020 after the company’s Nasdaq listing. He has also served as Non-Executive Chairman of Torian Resources Ltd. (now Asra Minerals (ASX: ASR)). Since February 2024, Mr. Simens has served as a Director of CryptAi Pty Ltd, an artificial intelligence investment company.

The Board, with Louie Simens abstaining from making a recommendation, recommend that shareholders vote in favour of Resolution 2B.

Resolution 3: Election of Chaim (Dovi) Berger as a Director

Article 57(1) of the Constitution provides that the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. Article 57(2) of the Constitution provides that a Director appointed under Article 57(1) will hold office until the next AGM when the Director may be elected.

Chaim (Dovi) Berger was appointed as a Director to fill a casual vacancy on 1 July 2025 and accordingly Chaim (Dovi) Berger retires as a Director and offers himself for election under Article 57(2) of the Constitution.

Mr. Dovi Berger has served as our Non-Executive Director and as a member of each of our Audit and Risk Committee and Remuneration and Nomination Committee since July 1, 2025. During the past five years, Mr. Berger has served as Managing Attorney at Berger Law Firm LLC (July 2019 – Present), a New York-based law firm where he has been lead transactional counsel to a multi-strategy family office, overseeing deal structuring, negotiation, and execution across private equity, real estate, and speciality finance transactions. In addition, Mr. Berger has served as an Assistant Professor at Touro University (September 2007 – Present), teaching courses in accounting, finance, and law. Touro College is not a parent, subsidiary, or affiliate of the Company. Mr Berger received his Bachelor of Science in Accounting from Touro College in 2003, his Master of Science in Accounting from CUNY Queens College in 2010 and his Juris Doctor from Benjamin N. Cardozo School of Law in 2013.’

The Board, with Chaim (Dovi) Berger abstaining from making a recommendation, recommend that shareholders vote in favour of Resolution 3.

Resolution 4: Approval of 10% placement facility

ASX Listing Rule 7.1A enables eligible entities to issue equity securities (as that term is defined in the ASX Listing Rules) up to 10% of their issued share capital through placements over a 12-month period after an AGM (“10% Placement Facility”). The 10% Placement Facility is in addition to a company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

The Company is, at the date of the Notice, an eligible entity.

The Company is seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities (if any) to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer below). The Company may use funds raised from any issue(s) under the 10% Placement Facility for the development of its existing business and any acquired business, or funding new projects or business opportunities and/or general working capital.

The Company obtained shareholder approval to make issues under ASX Listing Rule 7.1A at its 2024 AGM. This Shareholder approval will lapse on the earlier of 14 November 2025 (the date that is 12 months after the date of the 2024 AGM at which the approval was obtained) or the time and date of the 2025 AGM.

The Company seeks to refresh the shareholder approval so as to continue to be able to make issues under the 10% Placement Facility after the Meeting in accordance with ASX Listing Rule 7.1A.

If shareholders approve Resolution 4, the Company may be able to issue the number of equity securities under the 10% Placement Facility in accordance with the formula prescribed by ASX Listing Rule 7.1A.2 (as set out below). If shareholders do not approve Resolution 4, the Company will not be able to issue any equity securities under the 10% Placement Facility.

The Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution 4.

DESCRIPTION OF LISTING RULE 7.1A

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an AGM.

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has one class of quoted equity securities, being ordinary shares (NVA).

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an AGM may, during the 10% Placement Period (defined below), issue a number of equity securities calculated in accordance with the following formula:

(A x D) – E

where:

The ability of an entity to issue equity securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1. As at the date of this Notice, the Company has 401,501,417 fully paid ordinary shares on issue and will therefore have capacity to issue:

The actual number of equity securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the equity securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (refer above).

The issue price of equity securities issued under ASX Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days immediately before:

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the AGM at which the approval is obtained and expires (and ceases to be valid) on the earlier to occur of:

(“10% Placement Period”).

The effect of Resolution 4 will be to allow the Directors of the Company to issue the equity securities under ASX Listing Rule 7.1A during the 10% Placement Period separate to the Company’s 15% placement capacity under ASX Listing Rule 7.1. 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 a corporate shareholder, by a corporate representative).

SPECIFIC INFORMATION REQUIRED BY ASX LISTING RULE 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

which may have an effect on the quantum of funds raised by the issue of the equity securities.

The table below shows the dilution of existing shareholders on the basis of the current market price of the Company’s ordinary shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A.2 as at the date of the Notice. The table also shows:

The table above has been prepared on the following assumptions:

The Company may only issue equity securities under ASX Listing Rule 7.1A for cash consideration. In such circumstances, the Company intends to use the funds raised (if any) towards developing its existing business and any acquired business, or to fund new projects or business opportunities and/or for general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 upon issue of any equity securities under the 10% Placement Facility.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:

Due to the forward looking nature of the approval, the allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

The Company has previously obtained shareholder approval under ASX Listing Rule 7.1A at its 2024 AGM. During the 12-month period preceding the date of the Meeting, the Company issued 32,299,742 equity securities under the 10% Placement Capacity approved by shareholders at its 2024 AGM, representing approximately 9.77% of the total number of securities on issue prior to the date of the 2024 Meeting. Details as required by ASX Listing Rule 7.3A.6 for the issue are set out below:

A voting exclusion statement as set out in the Notice applies to Resolution 4. As at the date of the Notice, the Company has not approached any particular existing shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities.

The directors of the Company unanimously recommend shareholders vote in favour of Resolution 4.

Background to Resolutions 5 and 6

On 15 July 2025 Melbourne time (14 July 2025 US time), the Company announced that it had received firm commitments for a placement of 72,000,000 fully paid ordinary shares (“Placement Shares”) (every 60 Placement Shares represented by one American Depositary Share (“ADS”), or 1,200,000 ADSs in the aggregate) at an issue price of A$0.235 (23.5 Australian cents) per Placement Share (US$9.25 per ADS) to raise A$16.92 million (US$11.1) before costs (“Placement”). The Placement Shares were issued on 16 July 2025 under the placement capacity available to the Company under ASX Listing Rules 7.1 and 7.1A. ThinkEquity LLC (“ThinkEquity”) underwrote the Placement. Participants in the Placement were unrelated investors who were either identified by ThinkEquity or the Company.

In addition, ThinkEquity exercised its overallotment option for the issue of a further 6,504,000 Placement Shares represented by 108,400 ADSs on the same terms under the Placement, raising A$1,528,440 (US$1,002,700) before costs. The issue of these Placement Shares occurred on 18 July 2025 Melbourne time (17 July 2025 US 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 investors who were either identified by ThinkEquity or the Company.

The Company agreed to issue ThinkEquity (and/or its nominee(s)) up to 3,925,200 unlisted warrants (represented by 65,420 ADSs (Warrants) as part 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 A$0.3525 (35.25 Australian cents) per share (US$13.875 per ADS (noting each ADS represents 60 fully paid ordinary shares)) and expire 17 July 2030. The material terms of the Warrants are set out in Annexure A. The issue of Warrants is subject to shareholder approval which is sought under Resolution 6.

Resolution 5 seeks shareholder approval for the ratification of the prior issue of the Placement Shares for the purposes of ASX Listing Rule 7.4 and for all other purposes. Resolution 6 seeks shareholder approval for the issue of the Warrants for the purposes of ASX Listing Rule 7.1 and for all other purposes.

ASX Listing Rules – Resolution 5

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions including ASX Listing Rule 7.1A, issue or agree to issue during any twelve (12) month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the share capital of the Company at the commencement of that twelve (12) month period.

46,204,258 Placement Shares were issued under the placement capacity available to the Company under ASX Listing Rule 7.1. 32,299,742 Placement Shares were issued under the placement capacity available to the Company under ASX Listing Rule 7.1A.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the prior issue of securities, or an agreement to issue securities, made pursuant to ASX Listing Rule 7.1 (provided the previous issue did not breach ASX Listing Rule 7.1 and/or 7.1A) those securities will be deemed to have been issued or agreed to be issued with shareholder approval for the purposes of ASX Listing Rule 7.1. The Company seeks approval under ASX Listing Rule 7.4 to refresh its capacity to make further issues without shareholder approval under ASX Listing Rule 7.1 and/or 7.1A.

If shareholders pass Resolution 5 then the Placement Shares will be treated as not having used the placement capacity of the Company available under the ASX Listing Rules. The Placement Shares will also increase the placement capacity available to the Company under the ASX Listing Rules. If shareholders do not pass Resolution 5 then the Placement Shares will continue to use the placement capacity available to the Company under the ASX Listing Rules.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

ASX Listing Rules – Resolution 6

ASX Listing Rule 7.1 provides that a company must not, subject to specific exceptions, issue or agree to issue during any twelve month period any equity securities, or other securities with rights to conversion to equity, if the number of those securities exceeds 15% of the company’s issued share capital at the commencement of the twelve month period. One circumstance where an action or an issue is not taken into account in calculating the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

If shareholders approve of Resolution 6, the Company will be able to issue the Warrants. The issue of ADSs representing fully paid ordinary shares on exercise of the Warrants (if any) will also increase the placement capacity available to the Company under ASX Listing Rule 7.1 and, if approval is held at the time, ASX Listing Rule 7.1A. If shareholders do not approve Resolution 6 then the Company will not be able to issue the Warrants and the Company would need to potentially negotiate with ThinkEquity which has the potential to result in the Company making a cash payment in lieu of the Warrants.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

Resolution 7: Adoption of employee incentive scheme

Resolution 7 seeks shareholder approval for the adoption of an employee incentive scheme, being the Employee Security Ownership Plan (Plan). A summary of the Plan is set out in Annexure B.

ASX Listing Rules

ASX Listing Rule 7.1 requires that shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12-month period.

ASX Listing Rule 7.2 Exception 13(b) provides an exception to ASX Listing Rule 7.1 for securities issued under an employee incentive scheme within 3 years of shareholder approval of the scheme. The Company seeks approval of the Plan for the purposes of ASX Listing Rule 7.2 Exception 13(b) so that issues of securities under the Plan do not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval.

If shareholders approve Resolution 7, the Company will be able to issue securities under the Plan without using placement capacity available to the Company. If shareholders do not approve Resolution 7, the Company will not be able to issue securities under the Plan without using placement capacity. The Company will not be able to issue securities under the Plan to related parties without further shareholder approval.

The following information is provided in accordance with Listing Rule 7.2 Exception 13(b):

General

An electronic copy of the Plan will be made available to shareholders upon request to the Company.

Resolutions 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(4) of the Corporations Act and for all other purposes to issue unlisted options to Directors of the Company (and/or their nominee(s)) as incentive securities under the terms and conditions of the Plan. The options are proposed to have the following commercial terms:

The proposed recipients and the number of options of each class that they are proposed to receive are set out in the table below:

*options may be issued to nominee(s) as advised to the Company

Full terms of the options other than the vesting conditions are set out in Annexure C.

If shareholders:

The following information is provided for Resolutions 8A to 8E for the purposes of ASX Listing Rule 10.15:

The full terms of options other than the vesting conditions are set out in Annexure C. The options are proposed to be issued as incentive options to remunerate each of the recipients. Options were chosen as a means of preserving cash reserves in the Company whilst providing valuable remuneration to each of the proposed recipients.

Chapter 2E of the Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Each of the proposed recipients of options is a Director and therefore a related party of the Company as defined under the Corporations Act.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

The Company considers the proposed issue of unlisted options the subject of Resolutions 8A to 8E respectively are reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the position and responsibilities of each of the proposed recipients, the reliance by the Company on a limited number of personnel, the need for the Company to effectively incentivise its Senior Management whilst aligning that 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.

Corporations Act – Section 195(4)

Notwithstanding the above, and although no Director of the Company participated in the decision making process in respect of securities proposed to be issued to them, the Directors of the Company acknowledge that Resolutions 8A to 8E separately relate to an issue of securities to a majority of the Directors of the Company. Accordingly, the Directors of the Company propose that Resolutions 8A to 8E each also be put to Shareholders for the purpose of section 195(4) of the Corporations Act such that the Shareholders of the Company determine whether the named related parties will be issued the securities the subject of Resolutions 8A to 8E.

Proxy voting prohibitions in accordance with section 250BD of the Corporations Act apply to Resolutions 8A to 8E.

Resolution 9: non-binding resolution to ratify appointment of independent registered public accounting firm

The Board has appointed Grassi & Co. CPAs, P.C. (“Grassi”) to serve as the independent registered public accounting firm for the financial year ending 30 June 2026 for financial statements filed with the Securities and Exchange Commission (“SEC”). Grassi has acted as principal US based accountant of the Company since June 2022.

A representative of Grassi is expected to be present via telephone conference at the Meeting. He or she will have the opportunity to make a statement if desired and is expected to be available to respond to appropriate questions.

For the avoidance of doubt, Grassi is the principal independent registered public accountant for financial statements with the Securities and Exchange Committee (“SEC”). It is not the principal auditor of the Company responsible for auditing the financial statements of the Company filed with ASX. The auditor of the Company is RSM Australia Partners. Resolution 9 does not relate to the auditor of the Company, including without limitation for the purposes of the Corporations Act. Resolution 9 is being put to shareholders as a non-binding resolution in accordance with the commitment of the Company to good corporate governance and is not required to be put to shareholders on any basis, including under applicable law.

The Audit Committee retains the independent registered public accounting firm and approves in advance all audit and non-audit services performed by this firm and any other auditing firms. Although management has the primary responsibility for the financial statements and the reporting process including the systems of internal control, the Audit Committee consults with management and the independent registered public accounting firm regarding the preparation of financial statements and the adoption and disclosure of critical accounting estimates of the Company and generally oversees the relationship of the independent registered public accounting firm with the Company. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, relating to their judgments as to the quality, not just the acceptability, of the Company’s accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.

It is the responsibility of management to determine that financial statements and disclosures of the Company are complete and accurate and in accordance with generally accepted accounting principles. It is the responsibility of the independent registered public accounting firm to conduct the audit of the financial statements and disclosures of the Company. In giving its recommendation to the Board that audited financial statements for the year ended June 30, 2025 be included in the Annual Report on Form 20-F for the year ended June 30, 2025 the Audit Committee has relied on: (1) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles in the United States; and (2) the report of the independent registered public accounting firm with respect to such financial statements.

Principal Accountant Fees and Services

The following table shows the fees for services provided by Grassi & Co. CPAs, P.C. for the financial years ended 30 June 2025 and 2024 (including estimated, anticipated fees payable to Grassi for the financial year ended 30 June 2025).

* Includes the estimated accrual for 30 June 2025.

Audit Fees: Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual combined financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees: Audit-related fees are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under the previous category. These services would include, among others: accounting consultations, U.S. Sarbanes-Oxley Act of 2002 assessments, and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. They also include fees for assurance reporting on our current and historical financial information included in our SEC registration statement in connection with our July and September 2024 public offerings and also fees for the review of the interim financial information in connection with our July and September 2024 public offerings.

Tax Fees: Tax fees may consist of fees for professional services, including tax compliance. There were no such fees paid by the Company to Grassi & Co. CPAs, P.C. in the fiscal years ended June 30, 2025 and 2024.

All Other Fees: There were no such fees incurred by the Company in the fiscal years ended 30 June 2024 and 30 June 2025.

Pre-Approval Policies and Procedures

In accordance with Sarbanes-Oxley, the audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by the independent registered public accounting firm, including the review and approval in advance of the independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated members.

In the fiscal years ended 30 June 2024 and 30 June 2025, all of the services performed by the independent registered public accounting firm were pre-approved by the board and/ or audit committee.

No Appraisal Rights

No appraisal rights are available under the Corporations Act or under the Constitution, as amended, with respect to Resolution 9.

Interests of Officers and Directors in this Proposal

The officers and directors of the Company do not have a substantial interest, direct or indirect, in this proposal.

Required Vote

The selection of an independent registered public accounting firm is not required to be submitted to a vote of shareholders for ratification. However, we are submitting this matter to the shareholders as a matter of good corporate governance. Even if the appointment is ratified, the Board may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and shareholders. If the appointment is not ratified, the Board will reconsider whether or not to retain Grassi.

Note: references in the Notice and the Memorandum to “$” are to Australian currency unless specified otherwise.

ANNEXURE A

SUMMARY OF TERMS OF WARRANTS

A summary of the material terms of the Warrants the subject of Resolution 6 is set out below:

Exercisability. The warrants are not exercisable until 180-days after commencement of sales of the Placement Shares, or 16 July 2025. Once able to be exercised, the warrants are exercisable at any time up to the expiry date of 17 July 2030. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the ordinary shares underlying the warrants and the ADSs under the Securities Act is effective and available for the issuance of such shares, by payment in full in immediately available funds for the number of ordinary shares purchased upon such exercise. If a registration statement registering the issuance of the ordinary shares underlying the warrants and the ADSs under the Securities Act is not effective or available the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant. A warrant holder may exercise its warrants only for a whole number of ADSs. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. No fractional shares or ADSs will be issued in connection with the exercise of a warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an ADS, the Company will, upon exercise, round down to the nearest whole number the number of ADSs to be issued to the Warrant holder.

Exercise Limitation. A holder will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99% at the election of the holder) of the number of ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days following notice from the holder to us.

Exercise Price. The exercise price per whole ADS purchasable upon exercise of the warrants is US$13.875 per whole ADS. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our ordinary shares and also upon any distributions of assets, including cash, stock or other property to our stockholders.

Transferability. Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing. There is no trading market for the Warrants on any securities exchange or nationally recognised trading system; the Company does not expect a trading market to develop and we do not intend to list the warrants on any securities exchange or other trading market.

Fundamental Transactions. In the event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization or reclassification of our ordinary shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding ordinary shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding ordinary shares, the holders of the warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction without regard to any limitations on exercised contained in the warrants.

Rights as a Stockholder. Except as otherwise provided in the warrants or by virtue of such holder’s ownership of ADSs or ordinary shares, the holder of a warrant does not have the rights or privileges of a holder of ADSs or ordinary shares, including any voting rights, until the holder exercises the warrant. An exercising warrant holder will not become a holder of ADSs until the ADS depositary registers and delivers the ADSs.

Exclusive Forum. The Form of Warrant Certificate provides that (i) legal proceedings concerning the interpretation, enforcement and defense of the Warrant will be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan and (ii) that the parties thereto irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. Notwithstanding the foregoing, such exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum.

Governing Law. The warrants are governed by New York law.

ANNEXURE B

SUMMARY OF EMPLOYEE SECURITIES OWNERSHIP PLAN

The Company is seeking shareholder approval for the adoption of the Employee Security Ownership Plan (Plan) at the Meeting.

The maximum number of securities which may be issued under the Plan is 19,000,000.

Shares issued on exercise of an option issued under the Plan, and options which have been cancelled or which have lapsed are not counted in determining the number of securities issued under the Plan.

Any issues of securities or agreements to issue securities under the Plan will be announced to ASX.

The Plan provides for shares, options or other securities or interests (including performance rights) to be issued to eligible persons.

The purpose of the Plan is to:

Eligible persons are directors, officers and employees of, or consultants to, the Company or an associated body corporate and, in the case of consultants, may include bodies corporate. Participants in the Plan, the number, type and terms of any securities offered or issue, and the terms of any invitation, offer or issue are determined by the Board with the advice of the remuneration committee, if any.

Directors and related parties of the Company may only participate in the Plan if prior shareholder approval is obtained in accordance with the ASX Listing Rules.

The Board is to administer the terms of the Plan, including but not limited to determining the terms of securities issued, adoption of rules subordinate to the Plan for the administration of the Plan and the suspension or termination of the Plan.

The Plan is to be interpreted and applied in accordance with and subject to the ASX Listing Rules.

ANNEXURE C

TERMS OF OPTIONS – RESOLUTIONS 8A TO 8E

Options have the vesting conditions set out on page 18 of the Notice.