Nova Minerals (NVA) risk factors, FY2026 10-K

Risks Related to our Business

1. 01Our mineral reserves may be significantly lower than expected
2. 02We have no history of producing metals from our Estelle Project and there can be no assurance that we will successfully establish commercial mining operations or profitably produce precious metals, antimony or critical minerals
3. 03Any material changes in mineral resource estimates and grades of mineralization will affect the economic viability of placing our Estelle Project into production and the related return on capital
4. 04The profitability of our operations, and the cash flows generated by our operations, are affected by changes in the market price for gold, antimony and other critical materials, all of which in the past have fluctuated widely
5. 05Our success largely depends on the exploration, development, construction and operation of the Estelle Project, an exploration stage project
6. 06The Estelle Project is in the exploration stage and is without identified mineral reserves. We do not have any interest in any commercially producing mining operations or mines in development
7. 07Resource exploration and development is a high risk, speculative business
8. 08There is no certainty that the expenditures made by us towards the search for and evaluation of mineral deposits will result in discoveries of commercial quantities of ore
9. 09We may not be able to obtain all required permits and licenses to place our Estelle Project into future production
10. 10We may fail to adhere to annual claims renewal and rents submissions
11. 11We have historically experienced negative cash flows from operating activities
12. 12We have no history of earnings or mineral production, and there are currently no known commercial quantities of mineral reserves on the Estelle Project
13. 13We have no history of earnings, and, due to the nature of our business, there can be no assurance that we will be profitable. We have paid no dividends on our common stock, CDIs or any of our other securities since our incorporation and do not anticipate doing so in the foreseeable future
14. 14The development of the Estelle Project or any other projects we may acquire in the future into an operating mine will be subject to all the risks associated with establishing and operating commercial mining operations
15. 15Our growth strategy and future exploration and development efforts may be unsuccessful
16. 16We may issue additional securities, from time to time for various reasons, resulting in the potential for significant dilution to existing stockholders
17. 17We may face pressure to demonstrate that, in addition to seeking to generate returns for our shareholders, other stakeholders benefit from our activities
18. 18Legislation has been proposed that would significantly affect the mining industry and could also affect our business if we were to acquire future properties located on federal lands
19. 19Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations
20. 20We may be unsuccessful in obtaining necessary permits to explore, develop or mine the Estelle Project in a timely manner or at all
21. 21Mining and project development is inherently risky and subject to conditions or events some of which are beyond our control, and which could have a material adverse effect on our business
22. 22The validity of our title to the Estelle Project and future mineral properties may be disputed by others claiming title to all or part of such properties
23. 23We may in the future enter into transactions with related parties and such transactions present possible conflicts of interest
24. 24Future pandemics, epidemics or other widespread public health emergencies could adversely affect our business, operations, financial condition and ability to advance the Estelle Project
25. 25Increasing attention to ESG matters and conservation measures may adversely impact our business
26. 26We rely on third-party contractors
27. 27We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our reputation and ability to effectively operate our business
28. 28Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular
29. 29The volatility in gold, antimony, and other commodity prices may adversely affect any future operations and, if warranted, our ability to develop our properties
30. 30The mining industry is intensely competitive in all its phases, and we compete with many companies possessing greater financial and technical resources
31. 31We may be adversely affected by the effects of inflation
32. 32Changes to United States tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations
33. 33We are currently operating in a period of economic uncertainty and capital markets disruptions, which have been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine
34. 34Our operations and financial condition may be materially adversely affected by geopolitical instability, armed conflicts, sanctions and related disruptions to global markets and supply chains
35. 35If we fail to maintain effective internal controls over financial reporting, the price of securities may be adversely affected
36. 36Our results of operations could be affected by currency fluctuations
37. 37We are dependent on key personnel and the absence of any of these individuals could adversely affect our business. We may experience difficulty attracting and retaining qualified personnel
38. 38Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business
39. 39There will be significant hazards associated with our mining activities, some of which may not be fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may be negatively affected
40. 40Capital and operating cost estimates made in respect of our current and future development projects and mines may not prove to be accurate
41. 41Joint ventures and other partnerships may expose us to risks
42. 42Failure to comply with federal, state and/or local laws and regulations could adversely affect our business
43. 43We may pursue opportunities to acquire complementary businesses, which could dilute our shareholders’ ownership interests, incur expenditure and have uncertain returns
44. 44Any future acquisition involves potential risks, including, among other things
45. 45The obligations associated with being a U.S. public company require significant resources and management attention, and we incur increased costs as a result of becoming a U.S. public company
46. 46There can be no guarantee that our interests in our property are free from any title defects
47. 47Our mining operations are dependent on the adequate and timely supply of water, electricity or other power supply, chemicals and other critical supplies
48. 48Land reclamation requirements may be burdensome
49. 49We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock and/or warrants less attractive to investors
50. 50There is substantial doubt about our ability to continue as a going concern. If we are unable to obtain additional financing, we may be forced to curtail or cease our operations

Risks Related to Our Securities

1. 51The market price of our common stock and warrants may fluctuate significantly, and you could lose all or part of your investment
2. 52We may issue additional securities that rank senior to our common stock or otherwise dilute the interests of our existing shareholders
3. 53U.S. investors may have difficulty enforcing civil liabilities against certain of our directors, officers and other persons located outside the United States
4. 54Certain provisions of Nevada law and our organizational documents may make it more difficult for a third party to acquire us or may limit our shareholders’ ability to take certain actions
5. 55We will require substantial additional capital to fund our exploration and development activities, and our efforts to obtain additional financing may result in dilution to our shareholders
6. 56We do not expect to pay dividends on our common stock in the foreseeable future