Nova Minerals (NASDAQ: NVA) boosts warrant ratio in US redomiciliation plan
Rhea-AI Filing Summary
Nova Minerals Limited has amended its Scheme Implementation Deed for its proposed move of its corporate base to the United States. The change restates the consideration for its Nasdaq-listed warrants so that holders receive 3 new Nova Minerals Corp warrants for every 1 existing warrant, increased from a 1-for-1 ratio, to meet NYSE listing requirements. Security holders do not need to take any action at this stage, and the company continues to advance its Estelle gold and critical minerals project in Alaska, supported by a US$43.4 million U.S. Department of War award for a domestic antimony supply chain targeted for late 2026/2027.
Positive
- None.
Negative
- None.
Insights
Nova tweaks warrant terms to align US redomiciliation with NYSE rules.
Nova Minerals is progressing its US redomiciliation by amending the Scheme Implementation Deed with Nova Minerals Corp. The headline change is an improved exchange ratio for existing Nasdaq-listed warrants to 3 new US Holdco warrants for each current warrant.
This adjustment is explicitly designed to satisfy NYSE listing requirements for the new US Holdco warrants. It does not change common equity directly but alters warrant economics, potentially raising future dilution if the new warrants are exercised, while facilitating the US listing structure needed for the redomiciliation.
The company also highlights a US$43.4 million U.S. Department of War award backing its antimony strategy, targeted for late 2026/2027. Subsequent company communications may provide more detail on final redomiciliation timing and any further capital structure changes linked to the new warrant terms.
Key Figures
Key Terms
Scheme Implementation Deed regulatory
redomiciliation regulatory
Nova Listed Warrants financial
US Holdco Warrants financial
listing requirements regulatory
critical mineral antimony 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 March 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 release of Nova Minerals Limited (the “Company”) dated March 31, 2026, titled “Amendment to the Scheme Implementation Deed for US Redomiciliation.”
As stated in the press release, on March 31, 2026, the Company has made an amendment to the Scheme Implementation Deed with Nova Minerals Corp., a newly formed corporation incorporated in the State of Nevada, United States (US Holdco) for the purpose of effecting the Company’s proposed redomiciliation to the United States. A copy of the Scheme Implementation Deed Amendment Deed is attached to the press release filed as Exhibit 2.1 and incorporated herein by reference
This report on Form 6-K (including the exhibits 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 | |
| 2.1 | Scheme Implementation Deed Amendment Deed dated March 31, 2026 between Nova Minerals Limited and Nova Minerals Corp., attached to the press release furnished as Exhibit 2.1 hereto and incorporated herein by reference. | |
| 99.1 | Press Release, dated March 31, 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: March 31, 2026 | By: | /s/ Craig Bentley |
| Name: | Craig Bentley | |
| Title: | Director of Finance and Compliance and Director | |
| -3- |
Exhibit 99.1
Amendment to the Scheme Implementation Deed for US Redomiciliation
Amendment to the Scheme Implementation Deed
Nova Minerals Limited (Nova or the Company) (ASX: NVA, NASDAQ: NVA, FSE: QM3) refers to its announcement dated 3 March 2026 regarding its entry into a Scheme Implementation Deed (SID) with Nova Minerals Corp (US Holdco) for the purpose of effecting the Company’s proposed redomiciliation to the United States.
On 31 March 2026, the Company executed a deed of amendment to the SID (Amendment Deed) which restates the consideration being offered for Nova’s Nasdaq listed warrants (Nova Listed Warrants). Originally, the SID provided that the holders of Nova Listed Warrants would receive US Holdco warrants to be listed on the NYSE (US Holdco Warrants) based on a ratio of 1 US Holdco Warrant for every 1 Nova Listed Warrant. Following discussions with the listing officers of the NYSE, Nova and US Holdco have agreed to increase the ratio to 3 US Holdco Warrants for every 1 Nova Listed Warrant held on the scheme record date. The ratio for the warrants exchange has been increased to satisfy the listing requirements of the NYSE regarding the listing of the US Holdco Warrants.
Security holders are not required to take any actions at this time.
The Amendment Deed is enclosed.
This announcement has been authorised for release by the Board of Nova Minerals Limited.
Contacts
Christopher Gerteisen CEO and Executive Director E: info@novaminerals.com.au |
Annalise Batchelor Sodali & Co Investor Relations & Media E: annalise.batchelor@sodali.com M: +61 432 312 807 |
Cameron Gilenko Sodali & Co Investor Relations & Media E: cameron.gilenko@sodali.com M: +61 466 984 953 |
| Main Operations | Corporate | www.novaminerals.com.au | ||
| Whiskey Bravo Airstrip | Suite 5, 242 Hawthorn Road, | info@novaminerals.com.au | ||
| Matanuska-Susitna Borough, Alaska, USA | Caulfield, VICTORIA 3161, Australia | ACN 006 690 348 | ||
| 1150 S Colony Way Suite 3-440, Palmer, AK 99645 | Phone +61 3 9537 1238 | NASDAQ: NVA | ASX: NVA |
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 | 2 |
FAQ
What change did Nova Minerals (NVA) make to its US redomiciliation scheme?
How are Nova Minerals’ existing Nasdaq-listed warrants affected by the amendment?
Do Nova Minerals security holders need to take any action now?
Why did Nova Minerals increase the US Holdco warrant exchange ratio?
What is Nova Minerals’ core project supporting its US strategy?
What funding has Nova Minerals received for its antimony strategy?
Filing Exhibits & Attachments
9 documents