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Nova Minerals (ASX: NVA) shifts to U.S. holding company as ASX trading halts

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6-K

Rhea-AI Filing Summary

Nova Minerals Limited reports that court-approved schemes of arrangement with its shareholders and Nasdaq-listed warrantholders have become legally effective. Under these schemes, Nova Minerals Corp, a U.S. holding company, will acquire all issued ordinary shares and listed warrants and become the new holding entity for the group.

The company expects its shares to be suspended from trading on the ASX from the close of trading on June 3, 2026. Nova highlights its Estelle Gold and Critical Minerals Project in Alaska and notes it is advancing a domestic antimony supply chain supported by a US$43.4 million U.S. Department of War award.

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Nova completes court-approved schemes to shift to a U.S. holding structure.

Nova Minerals has obtained Supreme Court of New South Wales approval for schemes of arrangement that move the group under a new U.S. holding company, Nova Minerals Corp. The schemes cover both shareholders and Nasdaq-listed warrantholders, consolidating equity interests in the new entity.

The announcement also notes an expected suspension of Nova’s ASX trading from the close of June 3, 2026, as the restructuring progresses. This is a structural and jurisdictional change rather than an operational update, so the direct financial impact is not quantified in this disclosure.

Narrative context emphasizes Nova’s Estelle project in Alaska and a US$43.4 million U.S. Department of War award to develop a domestic antimony supply chain targeted for production in 2026/2027, but no new financial metrics are introduced here.

U.S. Department of War award US$43.4 million Funding to develop a domestic antimony supply chain
Estelle mineralised trend length 35 kilometres Length of mineralised trend at Estelle Gold and Critical Minerals Project
Regional gold endowment >220 million ounces Documented gold endowment in the Tintina Gold Belt
Targeted antimony production timing Late 2026/2027 Planned start of domestic antimony supply chain production
ASX trading suspension date June 3, 2026 Expected suspension of Nova Minerals shares from close of trading
schemes of arrangement regulatory
"approving the schemes of arrangement between Nova Minerals and its shareholders"
A scheme of arrangement is a legally approved plan that lets a company reorganize ownership, merge with another business, or rearrange its debts after receiving backing from its shareholders and a court. For investors it matters because the approved plan can change who owns the company, alter share counts or rights, and affect future payments and risk — like a group decision, overseen by a referee, that reshapes value and payouts.
Supreme Court of New South Wales regulatory
"orders made by the Supreme Court of New South Wales (Court) approving the schemes"
Australian Securities and Investments Commission regulatory
"has been lodged with the Australian Securities and Investments Commission"
The Australian Securities and Investments Commission is the government agency that enforces rules for companies, financial services, and markets in Australia—think of it as a referee and traffic controller for the financial system. It issues licenses, checks that firms tell investors the facts they need, and investigates fraud or misconduct, so investors can have more confidence that prices and disclosures are fair and reliable.
critical mineral antimony financial
"securing a U.S. domestic supply of the critical mineral antimony"
Tintina Gold Belt financial
"in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce"
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

Commission File Number 001-42132

 

NOVA MINERALS LIMITED

(Translation of registrant’s name into English)

 

Suite 5, 242 Hawthorn Road,

Caulfield, Victoria 3161

Australia
+61 3 9537 1238

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

☒ Form 20-F ☐ Form 40-F

 

 

 

 

 

 

NOVA MINERALS LIMITED

 

EXPLANATORY NOTE

 

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Nova Minerals Limited (the “Company”) dated June 3, 2026, titled “Schemes Become Effective”.

 

This report on Form 6-K (including the exhibit attached hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Financial Statements and Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
99.1   Press Release dated June 3, 2026

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NOVA MINERALS LIMITED
   
Date: June 3, 2026 By: /s/ Craig Bentley
  Name:  Craig Bentley
  Title: Director of Finance and Compliance and Director

 

-3-

 

 

Exhibit 99.1

 

 

SCHEMES BECOME EFFECTIVE

 

Nova Minerals Limited (Nova Minerals or the Company) (ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3) is pleased to advise that a copy of the orders made by the Supreme Court of New South Wales (Court) approving the schemes of arrangement between Nova Minerals and its shareholders (Shareholders and Share Scheme) and Nova Minerals and holders of Nasdaq listed warrants (Listed Warrantholders and Warrant Scheme) (together, the Schemes) pursuant to which Nova Minerals Corp (US Holdco) will acquire all of Nova Minerals’ issued ordinary shares and listed warrants and become the new US holding entity of the Nova Minerals Group (as previously announced by Nova Minerals to ASX on 21 April 2026) has been lodged with the Australian Securities and Investments Commission.

 

This means that the Schemes have become legally effective. A copy of the orders made by the Court is attached to this announcement.

 

It is expected that Nova Minerals’ shares will be suspended from trading on the ASX with effect from close of trading today, 3 June 2026.

 

Further information

 

If you have any questions in relation to the Schemes, please contact the Information Line on 1300 103 392 (within Australia) or +61 2 9068 1925 (outside Australia) Monday to Friday between 8:30 am and 7:00 pm (Sydney time).

 

This announcement has been authorised for release by the Company Secretary, Ian Pamensky.

 

For further information regarding Nova Minerals Limited, please visit the Company’s website (www.novaminerals.com.au).

 

Christopher Gerteisen

CEO and Executive Director

E: info@novaminerals.com.au

Annalise Batchelor

Investor Relations and Media

E: annalise.batchelor@sodali.com

M: + 61 432 312 807

Cameron Gilenko

Investor Relations and Media

E: cameron.gilenko@sodali.com

M: +61 466 984 943

 

 

 

 

 

About Nova Minerals Limited

 

Nova Minerals Limited is advancing one of the world’s largest undeveloped gold deposits into production and securing a U.S. 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 mineralised 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.

 

Nova Minerals Limited | ASX Announcement

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Source: View Original Filing on SEC EDGAR

FAQ

What did Nova Minerals Limited (NVA) announce in this Form 6-K?

Nova Minerals announced that court-approved schemes of arrangement with shareholders and Nasdaq-listed warrantholders are now legally effective, allowing Nova Minerals Corp to become the new U.S. holding company for all issued ordinary shares and listed warrants in the Nova Minerals Group.

How do the schemes of arrangement affect Nova Minerals shareholders and warrantholders?

The schemes provide that Nova Minerals Corp, a U.S. holding company, will acquire all of Nova Minerals’ issued ordinary shares and Nasdaq-listed warrants. After implementation, shareholders and warrantholders will hold interests in the new U.S. holding entity instead of the existing Australian parent.

What trading change did Nova Minerals (NVA) highlight on the ASX?

Nova Minerals stated it expects its shares to be suspended from trading on the ASX from the close of trading on June 3, 2026. This suspension is linked to implementation of the now-effective schemes of arrangement and the transition to the new U.S. holding company structure.

Which court and regulator approved and registered Nova Minerals’ schemes?

The schemes were approved by the Supreme Court of New South Wales and a copy of the court orders was lodged with the Australian Securities and Investments Commission. Lodgement with the regulator means the schemes have become legally effective under Australian corporate law requirements.

What is the Estelle Project mentioned by Nova Minerals Limited (NVA)?

Nova describes Estelle as a gold and critical minerals project in Alaska with two defined multi-million-ounce gold resources and more than 20 prospects along a 35-kilometre mineralised trend, situated in the Tintina Gold Belt, a region hosting over 220 million ounces of documented gold endowment.

What funding has Nova Minerals received for its antimony strategy?

Nova notes it is advancing a domestic antimony supply chain fully funded by a US$43.4 million U.S. Department of War award. This funding supports development work toward targeted antimony production in the 2026/2027 timeframe, alongside the broader Estelle Gold and Critical Minerals Project in Alaska.

Filing Exhibits & Attachments

5 documents

Press Releases