Court-backed Nova Minerals (ASX: NVA) restructure clears path to US Holdco and NYSE
Rhea-AI Filing Summary
Nova Minerals Limited reports that the Supreme Court of New South Wales has approved its schemes of arrangement for shareholders and Nasdaq-listed warrantholders, allowing Nova Minerals Corp (US Holdco) to become the new U.S. holding company for the group.
The schemes are expected to become effective upon lodgement of the Court orders with ASIC on 3 June 2026, when Nova’s shares, ADSs and listed warrants are to be suspended from trading. Implementation is targeted for 16 June 2026, alongside Nova’s ASX delisting and US Holdco admission to the NYSE.
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Insights
Court approval advances Nova’s redomicile to a new U.S. holding company with planned NYSE listing.
The approval of the shareholder and warrant schemes allows Nova Minerals to proceed with reorganising under Nova Minerals Corp as a U.S. holding entity. Trading in existing Nova securities on ASX, OTC and Nasdaq is expected to cease as the schemes take effect.
The timetable targets an effective date on 3 June 2026, implementation and ASX delisting on 16 June 2026, and admission of US Holdco on ASX and NYSE around those dates. A warrant scheme resolution passed with 57,247 warrants (99.89%) voting for and 63 against.
Key Figures
Key Terms
schemes of arrangement regulatory
US Holdco CDIs financial
Ineligible Foreign Holder regulatory
Small Parcel Holders financial
Scheme Booklet regulatory
CDIs financial
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 2, 2026, titled “Court Approves Schemes”.
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 2, 2026 |
| -2- |
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 2, 2026 | By: | /s/ Craig Bentley |
| Name: | Craig Bentley | |
| Title: | Director of Finance and Compliance and Director | |
| -3- |
Exhibit 99.1
COURT APPROVES SCHEMES
Nova Minerals Limited (Nova Minerals or the Company) (ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3) provides the following updates in relation to the proposed 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 it is proposed that 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.
Court Approves Schemes and Lodgment of Court Orders
Nova Minerals is pleased to announce that the Supreme Court of New South Wales (Court) has today made orders approving the proposed Schemes.
Pursuant to section 411(10) of the Corporations Act 2001 (Cth), the Schemes will become legally effective upon lodgement of the Court orders with the Australian Securities and Investments Commission (ASIC).
It is expected that a copy of the Court’s orders with respect to the Schemes will be lodged with ASIC tomorrow, at which time the Schemes will become legally effective.
Nova Minerals intends to apply for Nova Minerals’ ordinary shares on the ASX and OTC, and Nova Minerals’ ADSs and listed warrants on the Nasdaq, subject to the Schemes becoming legally effective, to be suspended from trading with effect from the close of trading on Wednesday, 3 June 2026.
Indicative Timetable
The key indicative dates and times for the Schemes are as follows (Sydney time unless otherwise indicated):
| Effective date of the Schemes | Wednesday, 3 June 2026 | |
| Last date of trading of Nova Minerals shares on ASX | Wednesday, 3 June 2026 | |
| Last date of trading – OTC Shares, ADSs and Listed Warrants on Nasdaq | Wednesday, 3 June 2026 (New York time) |
| Main
Operations Whiskey Bravo Airstrip Matanuska-Susitna Borough, Alaska, USA 1150 S Colony Way Suite 3-440, Palmer, AK 99645 |
Corporate
Suite 5, 242 Hawthorn Road, Caulfield, VICTORIA 3161, Australia Phone +61 3 9537 1238 |
www.novaminerals.com.au info@novaminerals.com.au ACN 006 690 348 NASDAQ: NVA | ASX: NVA |
| Admission of US Holdco CDIs on ASX | Wednesday, 3 June 2026 | |
| Record date for determining entitlements to the Share Scheme consideration and Warrant Scheme consideration | Tuesday, 9 June 2026 | |
| Implementation date for the Schemes | Tuesday, 16 June 2026 | |
| Delisting of Nova Minerals from the official list of ASX | Tuesday, 16 June 2026 | |
| Admission of US Holdco on NYSE | Tuesday, 16 June 2026 (New York time) | |
| Anticipated trading of US Holdco CDIs on a normal settlement basis on ASX | Wednesday, 17 June 2026 | |
| First day of quotation of US Holdco Shares and US Holdco Listed Warrants on NYSE | Expected to commence promptly following the Implementation Date |
All dates are indicative only. Any changes to the above timetable will be announced to ASX.
Small Parcel Holders
If you are a Shareholder holding Shares on ASX whose address is shown in the Company’s Australian share registry as being in a jurisdiction outside Australia, Belgium, Israel, New Zealand, Panama, United Kingdom and the United States or who is otherwise determined to be ineligible to receive CDIs based on applicable foreign law, you will be deemed an Ineligible Foreign Holder.
Shareholders who, based on their holding of Nova Minerals ordinary shares on the record date, hold less than a marketable parcel of Nova Minerals ordinary shares (being a parcel of shares of less than A$500 based on the closing price on the last day of trading on ASX prior to the record date) (Small Parcel Holders) have until 7:00pm (Sydney time) on the Effective Date to submit a Small Parcel Holder Election Form.
Further details on the consideration received by Small Parcel Holders and the process for Small Parcel Holders to make an election is set out in section 5.5 of the Scheme Booklet.
Update to 1 June 2026 Announcement – Results of Scheme Meeting
Nova Minerals refers to its announcement of 1 June 2026 in relation to the voting results of the Schemes. Nova Minerals has been advised that the data which the Company was given to produce that the “Disclosure of Proxy Votes (Warrant Scheme)” table, attached to that announcement, was incorrect. Nova Minerals has now been provided with correct data and the updated “Disclosure of Proxy Votes – Warrant Scheme” table is attached to the end of this announcement. Nova Minerals advises that this correction has not impacted any other matter concerning the Scheme including the approval by the Court or the Indicative Timetable referred to above.
| Nova Minerals Limited | ASX Announcement | 2 |
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 |
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 | 3 |
Disclosure of Proxy Votes – Warrant Scheme
Nova
Minerals Limited
Warrant Scheme of Arrangement
Friday, 29 May 2026
In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to the resolution put to the Warrant Scheme Meeting.
Voting Results (on the basis of beneficial holder instructions)
| Resolution | FOR | AGAINST | ABSTAIN | Outcome | ||||||
That, pursuant to and in accordance with section 411 of the Corporations Act, the warrant scheme of arrangement proposed between Nova and the holders of its listed warrants as contained in and more particularly described in the Scheme Booklet of which the Notice forms part, is approved, and the directors of Nova are authorised to agree to such alterations or conditions as are thought fit by the Court, and subject to approval by the Court, to implement the Warrant Scheme with any such alterations or conditions.
|
Warrants | 57,247 (99.89%) |
63
(0.10%) |
1 | Carried | |||||
| Beneficial holders of Warrants | 18 (85.71%) |
3 |
1 |
Note: As Cede & Co is the sole registered Warrant Holder and holds warrants as a bare nominee for The Depositary Trust & Clearing Corporation (DTC), the beneficial holder account voting instructions cast at the meeting are shown.
| Nova Minerals Limited | ASX Announcement | 4 |