Nova Minerals Ltd ADR美股招股说明书(2025-12-17版)

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, asamended, but the information in this preliminary prospectus supplement is not complete and may be changed. Thispreliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are notsoliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUPPLEMENT DATED DECEMBER 17, 2025 (To Prospectus dated December 17, 2025) Ordinary Shares American Depositary Shares Representing Nova Minerals Limited We are offeringAmerican Depositary Shares, or ADSs, in the United States, representingordinary shares of NovaMinerals Limited in a firm commitment public offering at an offering price of US$ per ADS, pursuant to this prospectus supplementand the accompanying base prospectus. Each ADS represents 12 ordinary shares, no par value, deposited with The Bank of New YorkMellon, as depositary. The ADSs are listed on The Nasdaq Capital Market under the symbol “NVA.” On December 11, 2025, the last reported sale price ofthe ADSs on The Nasdaq Capital Market was US$8.14 per ADS. The ADSs and the ordinary shares underlying the ADSs are being offered under this prospectus supplement. We refer to the foregoingcollectively, as the securities. See “Description of American Depositary Shares” on page 41 of accompanying base prospectus for moreinformation. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement and page 5 of the base prospectus for a discussion of information that should be considered in connection with aninvestment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. (1)We refer you to “Underwriting” beginning on page S-9 of this prospectus for additional information regarding underwriters’compensation. We have granted a 45-day option to the representative of the underwriters to purchase up toordinary shares solely to cover over-allotments, if any. additional ADSs representing The underwriters expect to deliver the ADSs to purchasers on or about, 2025. ThinkEquity The date of this prospectus supplement is, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSS-6USE OF PROCEEDSS-7DIVIDEND POLICYS-7DILUTIONS-7UNDERWRITINGS-9LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND MORE INFORMATIONS-17INCORPORATION OF DOCUMENTS BY REFERENCES-18 PROSPECTUS PAGEABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS5SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5CAPITALIZATION6USE OF PROCEEDS6PLAN OF DISTRIBUTION6DESCRIPTION OF SHARE CAPITAL8DESCRIPTION OF DEBT SECURITIES32DESCRIPTION OF WARRANTS37DESCRIPTION OF RIGHTS38DESCRIPTION OF UNITS39DESCRIPTION OF AMERICAN DEPOSITARY SHARES41EXPENSES48LEGAL MATTERS48EXPERTS48ENFORCEMENT OF JUDGMENTS48WHERE YOU CAN FIND MORE INFORMATION49INCORPORATION OF DOCUMENTS BY REFERENCE49 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement on Form F-3 (File No. 333-292084) that we filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2025, and that was declaredeffective by the SEC on December 17, 2025 using a “shelf” registration process. This document is in two parts. The first part is thisprospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in theaccompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying base prospectus,provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the information contained in thisprospectus supplement and the information contained in the accompanying base prospectus or any document incorporated by referencetherein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement. If anystatement in one of these documents is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference in the accompanying prospectus—the statement in the document having the later date modifies orsupersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference here