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Nova Advises of Trading Halt and Shareholder Information About the U.S. Redomicile

(Moderate)
(Negative)
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Nova Minerals (ASX/NASDAQ: NVA) has temporarily halted trading of its ASX and OTC shares, Nasdaq ADSs and listed warrants while completing its redomiciliation to the United States under approved schemes of arrangement.

Redomiciliation is expected to complete on or around 16 June 2026, after which trading in ASX CDIs (NVA) and NYSE American common stock (NVA) and warrants (NVAWW) should resume. Existing holders generally keep the same proportional interest, with holdings exchanged into securities of U.S.-domiciled Nova Minerals Corp. Specific exchange ratios apply for ASX, OTC, ADS and warrant holders, while ineligible foreign and certain small parcel holders will receive sale proceeds instead of CDIs. Nova has also established a new U.S. office in Colorado and plans a new website, www.novamineralscorp.com.

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Positive

  • Shareholders registered on 9 June 2026 retain the same proportional ownership after redomiciliation
  • ASX shareholders receive 1:1 CHESS Depositary Interests that continue to trade under ticker NVA
  • OTC shareholders receive NYSE American common stock on a 1:12 basis, with fractional shares rounded up
  • Nasdaq ADS holders receive NYSE American common stock on a 1:1 basis
  • Nasdaq warrant holders receive NYSE American warrants on a 1:3 basis with equivalent economic rights
  • Nova establishes a dedicated U.S. corporate office and new website to support U.S. operations

Negative

  • Trading in ASX and OTC shares, Nasdaq ADSs and listed warrants is suspended during the redomiciliation process
  • Redomiciliation completion and trading resumption are targeted around 16 June 2026, creating temporary liquidity disruption
  • Ineligible foreign shareholders and certain small parcel holders will not receive CDIs but cash proceeds from on-market sales within 90 business days

Market Context

This announcement details Nova’s U.S. redomiciliation and associated trading halt, outlining how ASX...
Analysis

This announcement details Nova’s U.S. redomiciliation and associated trading halt, outlining how ASX, OTC, ADS, and warrant holders transition into Nova Minerals Corp securities, including 1:1, 1:12, and 1:3 exchange ratios and a record date of 9 June 2026. Recent history shows consistent operational progress and funding milestones. Investors may track the targeted completion around 16 June 2026, resumption of trading on ASX and NYSE American, and how the new structure affects liquidity.

Key Figures

Schemes effective date: 3 June 2026 Redomicile completion target: 16 June 2026 Record date: 9 June 2026 +5 more
8 metrics
Schemes effective date 3 June 2026 Court-approved schemes of arrangement became effective
Redomicile completion target 16 June 2026 Expected completion date for U.S. redomiciliation
Record date 9 June 2026 Securityholder record date for scheme implementation
ASX share exchange ratio 1:1 One ASX share to one ASX-listed CDI in Nova Minerals Corp
CDI to NYSE share ratio 1:12 One NYSE common share for every 12 CDIs converted
OTC share exchange ratio 1:12 One NYSE common share for every 12 OTC shares held
Warrant exchange ratio 1:3 One NYSE American warrant for every three Nasdaq warrants
Small parcel threshold A$500 Cutoff value for non-electing small parcel holders on ASX

Historical Context

5 past events · Latest: May 28 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
May 28 Exploration program update Positive +6.3% Fully funded 2026 exploration and development program at Estelle.
May 15 Investor webinar Neutral -6.3% Quarterly update webinar invitation covering projects and US redomiciliation.
May 11 Logistics milestone Positive +0.3% Completion of 2026 winter freight mobilization to Estelle project site.
Apr 29 Quarterly report Positive -2.3% March 2026 activities report with funding access and no debt.
Apr 14 Discovery update Positive +12.9% Significant new gold anomaly identified at Portage Pass near Korbel.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Most recent news skewed operationally positive, with four of five events followed by modest to strong gains and only one notable divergence on a quarterly report.

Recent Company History

Over the past few months, Nova reported several operational milestones at Estelle, including a fully funded 2026 program backed by over US$60 million and a US$43.4 million award, winter freight completion delivering about 1.5 million pounds of supplies, and a significant new gold anomaly at Portage Pass. A March 2026 quarterly report highlighted A$89.4 million in funding and no debt. The current redomicile and trading halt update follows this sequence of funding, development, and strategic positioning steps.

Key Terms

chess depositary interests, cdIs, warrants, record date, +1 more
5 terms
chess depositary interests financial
"exchanged on a one-for-one basis for ASX-listed CHESS Depositary Interests (CDIs)"
CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.
cdIs financial
"CDI holders may elect to convert their holdings into NYSE-listed common stock"
CDIs (CHESS Depositary Interests) are local certificates that represent ownership of foreign shares so investors can buy, sell and hold those stocks on a domestic exchange without moving the underlying shares across borders. Think of a CDI as a local receipt for a foreign share: it gives most economic rights and easier trading in local currency and settlement systems, which matters to investors for access, liquidity, and the practical handling of dividends and corporate actions.
warrants financial
"listed warrants on Nasdaq will have their warrants exchanged on a one-for-three basis"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
View in glossary
record date financial
"registered as at the record date of 9 June 2026 will retain the same"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
implementation date financial
"sold on-market by a sale agent within 90 business days of the Implementation Date"
The implementation date is the specific day a company, regulator, or contract begins applying a new policy, procedure, accounting method, dividend schedule, merger term, or other change. Investors watch this date because it’s the moment the financial effects, obligations or rights start to take hold—like flipping a switch that begins new costs or revenues—so it determines when cash flows, reporting, and valuation impacts will appear and can influence trading and investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Anchorage Alaska, June 05, 2026 (GLOBE NEWSWIRE) -- Nova Minerals Limited (“Nova” or the “Company”) (NASDAQ: NVA) (ASX: NVA) (FRA: QM3) ) is pleased to provide shareholders with an update on its redomiciliation to the United States and answers to key questions regarding the transition.

Following orders issued by the Supreme Court of New South Wales and the schemes of arrangement becoming effective on 3 June 2026, the Company has suspended trading of its ordinary shares on the ASX and OTC markets, as well as its ADSs and listed warrants on Nasdaq.

Why is Nova Minerals currently in a trading halt and when will trading resume?

The trading suspension has been implemented to allow the Company sufficient time to complete the various steps required under the schemes and finalize its redomiciliation to the United States. The redomiciliation process is expected to be completed on or around 16 June 2026, following which trading of Nova Minerals Corp’s ASX-listed CHESS Depositary Interests (CDIs) under the ticker code “NVA”, and its NYSE American-listed common stock and listed warrants under the ticker codes “NVA” and “NVAWW”, respectively, is expected to resume shortly thereafter.

What does the implementation of the schemes mean for my Nova Minerals holdings?

Following implementation of the schemes, all securityholders (other than Ineligible Foreign Shareholders and non-electing Small Parcel Holders as defined in the scheme booklet), registered as at the record date of 9 June 2026 will retain the same proportional ownership interest; however, their holdings will be exchanged for securities in the newly established U.S.-domiciled parent company, Nova Minerals Corp.

ASX Share Holders

Shareholders who held Nova Minerals shares listed on the ASX will have their shares exchanged on a one-for-one basis for ASX-listed CHESS Depositary Interests (CDIs) in Nova Minerals Corp. These CDIs carry equivalent voting rights and will continue to trade on the ASX under the existing ticker code “NVA”.

CDI holders may elect to convert their holdings into NYSE-listed common stock of Nova Minerals Corp on the basis of one common share for every 12 CDIs held by contacting Computershare Australia and completing the required conversion process.

OTC Share Holders

Shareholders who held Nova Minerals shares on the OTC market will have their holdings exchanged on a one-for-twelve basis for NYSE American-listed common stock of Nova Minerals Corp, with any fractional entitlements rounded up to the nearest whole share. The common stock will trade on the NYSE American under the ticker code “NVA”.

Nasdaq ADS Holders

Holders of Nova Minerals ADSs listed on Nasdaq will have their ADSs exchanged on a one-for-one basis for NYSE American-listed common stock of Nova Minerals Corp. The common stock will trade on the NYSE American under the ticker code “NVA”.

Nasdaq Listed Warrant Holders

Holders of Nova Minerals listed warrants on Nasdaq will have their warrants exchanged on a one-for-three basis for NYSE American-listed warrants of Nova Minerals Corp. These warrants will continue to provide equivalent economic rights and will trade on the NYSE American under the ticker code “NVAWW”.

Ineligible Foreign Shareholders and Non-Electing Small Parcel Holders

Shareholders who held ASX-listed shares with a value of less than A$500 and did not elect to opt out of the sale facility, together with Ineligible Foreign ASX Shareholders whose registered address is in a jurisdiction other than Australia, Belgium, Israel, New Zealand, Panama, the United Kingdom or the United States, will not receive CDIs in Nova Minerals Corp.

Instead, the CDIs to which they would otherwise have been entitled will be sold on-market by a sale agent within 90 business days of the Implementation Date. The net proceeds from those sales, after deduction of any applicable taxes, will be distributed to eligible holders on a pro rata basis.

Nova Minerals US Contact Details

As a U.S.-domiciled company, Nova Minerals Corp has established a corporate office in the United States to support its growing U.S. shareholder base and corporate operations.

Address: Nova Minerals Corp
               Suite 300E, 6312 South Fiddlers Green Circle
               Green Wood Village
               Colorado 80111
               USA

Phone:   (720) 550 4223

New Website Address

As part of the Company's redomiciliation to the United States, Nova Minerals Corp will adopt a new corporate website address, www.novamineralscorp.com, which is expected to go live in the coming weeks.        

About Nova Minerals Limited

Nova Minerals Limited is advancing one of the world’s largest undeveloped gold deposits into production and securing a US domestic supply of the critical mineral antimony. The Company is focused on the exploration and development of the Estelle Gold and Critical Minerals Project, located in Alaska, a tier-one mining jurisdiction.

Estelle hosts two defined multi-million-ounce gold resources, and more than 20 prospects distributed along a 35-kilometre mineralized trend, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world's largest gold mines and discoveries including, Kinross Gold Corporation's Fort Knox Gold Mine. In parallel, Nova is advancing its critical minerals strategy, fully-funded by a US$43.4 million U.S. Department of War award to develop a domestic antimony supply chain, targeted for production in late 2026/2027.

Further discussion and analysis of the Estelle Project is available through the interactive Vrify 3D animations, presentations, and videos, all available on the Company’s website. www.novaminerals.com.au and soon to be www.novamineralscorp.com/

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Nova Minerals Limited’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Nova Minerals Limited undertakes no duty to update such information except as required under applicable law.

For Additional Information Please Contact

Investor Relations:
Dave Gentry, CEO
RedChip Companies, Inc.
Phone: 1-407-644-4256
Email: NVA@redchip.com

Nova Minerals:
Craig Bentley
Director of Finance & Compliance & Investor Relations
E: craig@novaminerals.com.au
M: +61 414 714 196


FAQ

Why is Nova Minerals (NVA) in a trading halt in early June 2026?

Nova Minerals has suspended trading to complete steps required for its redomiciliation to the United States. According to Nova Minerals, the halt covers ASX and OTC shares, Nasdaq ADSs and listed warrants while the schemes of arrangement are implemented and the new U.S. parent structure is finalized.

When will Nova Minerals (NVA) trading resume on ASX and NYSE American after the U.S. redomicile?

Trading is expected to resume shortly after the redomiciliation completes on or around 16 June 2026. According to Nova Minerals, ASX-listed CHESS Depositary Interests will trade as NVA, and NYSE American common stock and warrants will trade under tickers NVA and NVAWW, respectively.

How are Nova Minerals (NVA) ASX shareholders affected by the U.S. redomiciliation?

ASX shareholders will have their existing Nova shares exchanged 1:1 for ASX-listed CHESS Depositary Interests in Nova Minerals Corp. According to Nova Minerals, these CDIs carry equivalent voting rights, keep ticker NVA, and can be converted into NYSE American common stock at one share per 12 CDIs.

What happens to Nova Minerals (NVA) OTC, Nasdaq ADS and warrant holders in the redomiciliation?

OTC holders receive NYSE American common stock on a 1:12 basis, with fractions rounded up. According to Nova Minerals, Nasdaq ADS holders receive NYSE American common stock 1:1, while listed warrant holders receive NYSE American warrants on a 1:3 basis, trading under ticker NVAWW.

How are ineligible foreign Nova Minerals (NVA) shareholders and small parcel holders treated?

Ineligible foreign shareholders and certain small parcel holders will not receive CDIs directly in Nova Minerals Corp. According to Nova Minerals, the CDIs they would have received will be sold on-market within 90 business days, with net proceeds, after taxes, distributed pro rata.

What new U.S. office and website will Nova Minerals (NVA) use after redomiciliation?

Nova Minerals Corp has established a U.S. corporate office at Suite 300E, 6312 South Fiddlers Green Circle, Greenwood Village, Colorado. According to Nova Minerals, a new corporate website, www.novamineralscorp.com, is expected to go live in the coming weeks to support investors and operations.