Nova Minerals to Redomicile in U.S., Buy Estelle Stake
Nova Minerals Limited plans a major corporate reorganization as it prepares to lose its foreign private issuer status on 1 July 2026.
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Rhea-AI Filing Summary
Nova Minerals Limited plans a major corporate reorganization as it prepares to lose its foreign private issuer status on 1 July 2026. The company intends to redomicile to the United States via a court- and shareholder-approved scheme, while keeping its existing ASX and Nasdaq listings and preserving investor ownership through CDIs and common stock.
Nova also plans to acquire the remaining 15% interest in its flagship Estelle Gold and Critical Minerals Project in Alaska, aiming for 100% ownership to support funding and progression toward construction and production. As part of this shift, long‑serving CFO Michael Melamed has given notice to resign effective 30 April 2026 while the company recruits a U.S.-based CFO with mining and U.S. GAAP experience.
Positive
- Strategic U.S. redomiciliation and dual listings: Nova proposes moving its domicile to the United States while retaining ASX and Nasdaq listings, aiming for better access to lower-cost U.S. equity capital and a broader investor base.
- Path to 100% ownership of core Estelle Project: The company plans to acquire the remaining 15% interest in Estelle, consolidating full ownership of its flagship gold and critical minerals asset to support funding and progression toward construction and production.
Negative
- CFO resignation during major reorganization: Long‑serving CFO Michael Melamed will resign effective April 30, 2026, creating a leadership transition in finance at the same time the company executes a complex redomiciliation and asset consolidation.
- Execution and approval risks for redomiciliation and acquisition: The U.S. redomiciliation and purchase of the remaining Estelle interest are subject to shareholder and court approvals, independent expert review, and final terms that are still under negotiation.
Insights
Nova plans U.S. redomicile and full Estelle ownership, reshaping its capital and governance profile.
Nova Minerals outlines a shift from foreign private issuer status to U.S. domestic status on 1 July 2026, pairing this with a proposed redomiciliation to a new U.S. parent company. The structure is expected to keep ASX and Nasdaq listings and preserve proportional ownership through CDIs and common stock.
The company links redomiciliation to potential benefits such as improved access to lower-cost U.S. equity capital and a broader investor base, alongside closer alignment with its U.S.-based assets. These outcomes depend on shareholder and court approvals and on execution of the scheme the Board plans to finalize by April 2026.
A key strategic move is the intention to acquire the remaining 15% interest in the Estelle Project, largely held by related parties. Governance safeguards are described, including review by independent directors and an independent expert’s report, with shareholder approval expected. Actual impact will hinge on final terms negotiated alongside the scheme implementation.
CFO transition accompanies U.S.-focused governance, with continuity measures flagged.
The company discloses that CFO Michael Melamed has given three months’ notice to resign, effective 30 April 2026, after serving since July 2015. This timing overlaps with the planned corporate reorganization, including the U.S. redomiciliation and Estelle ownership consolidation.
Nova states it is initiating a search for a U.S.-based CFO with U.S. mining operations and U.S. GAAP experience, aligning financial leadership with upcoming domestic reporting obligations. It notes arrangements are in place to ensure continuity of financial oversight and reporting through the transition period.
The filing also highlights a previously announced US$43.4 million U.S. Department of War award to support development of a domestic antimony supply chain at Estelle. The combination of leadership transition, governance procedures for related-party asset consolidation, and U.S. regulatory compliance will be central themes in subsequent shareholder documentation and disclosures.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What major changes did Nova Minerals (NVA) announce in its latest 6-K?
Why is Nova Minerals seeking 100% ownership of the Estelle Project?
What governance steps are planned for Nova Minerals’ acquisition of the remaining Estelle interest?
When will Nova Minerals lose foreign private issuer status and become a U.S. domestic issuer?
What is happening with Nova Minerals’ Chief Financial Officer position?
How does Nova Minerals’ antimony strategy fit with the Estelle Project plans?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 February 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
This Report of Foreign issuer (“Report”) on Form 6-K is being filed to disclose the (i) press release of Nova Minerals Limited (the “Company”) titled “Nova Minerals Plans to Redomicile to the United States and Seeks 100% Ownership of the Estelle Project” which was released February 4, 2026 Australia time (February 3, 2026 US time) a copy of which is attached to this Report as Exhibit 99.1; and (ii) Michael Melamed’s notice of his intention to resign as the Company’s Chief Financial Officer effective April 30, 2026, as reported in the press release attached hereto as Exhibit 99.1.
Notice of Resignation of Chief Financial Officer
On February 1, 2026, Michael Melamed provided the Company with three months’ notice of his intention to resign from his position as Chief Financial Officer of the Company, effective April 30, 2026.
This Report (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 February 3, 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: February 3, 2026 | By: | /s/ Craig Bentley |
| Name: | Craig Bentley | |
| Title: | Director of Finance and Compliance and Director | |
| -3- |
Exhibit 99.1
Nova Minerals Plans to Redomicile to the United States and Seeks 100% Ownership of the Estelle Project
Melbourne, Australia, February 3, 2026 - Nova Minerals Limited (“Nova” or the “Company”) (NASDAQ: NVA) (ASX: NVA) (FRA: QM3) ) a gold and critical minerals exploration stage company focused on advancing the Estelle Gold and Critical Minerals Project in Alaska, U.S.A.,
announces that, following the loss of its foreign private issuer (FPI) status effective 1 July 2026, it intends to undertake a corporate reorganization. This will include a planned redomiciliation to the United States while maintaining its dual ASX and Nasdaq listings, pursuing the acquisition of the remaining 15% interest in the Estelle Gold and Critical Minerals Project, and initiating a search for a U.S.-based Chief Financial Officer (CFO) with significant mining sector and U.S. GAAP accounting experience.
Highlights
| ● | As a result of the majority of its shares being held by U.S. investors as at 31 December 2025, Nova will cease to qualify as a foreign private issuer (FPI) at the end of the current financial year and will be required to comply with the U.S. securities laws applicable to U.S. domestic companies from 1 July 2026. |
| ● | To minimize potential conflicts between ASX listing requirements and U.S. domestic issuer obligations, which could otherwise complicate the continued trading of ASX securities and Nasdaq-traded instruments, the Board proposes to redomicile the Company to the United States. |
| ● | Nova expects to retain its dual ASX and Nasdaq listings under the same ticker codes. ASX shareholders are expected to receive CHESS Depositary Interests (CDIs) and Nasdaq ADS holders are expected to receive shares of common stock (the U.S. equivalent of ordinary shares), in a new U.S. domiciled company, expected to be named Nova Minerals Corp, preserving their current ownership interests. |
| ● | Nova expects to complete the redomiciliation by the end of June 2026, subject to shareholder and court approvals and other customary conditions being satisfied. |
| ● | Beyond mitigating regulatory constraints, the redomiciliation is expected to improve access to lower-cost U.S. equity capital, increase appeal to a broader U.S. investor pool, and enhance opportunities for further potential grants, funding and investment from the U.S. government. |
| ● | As part of the redomiciliation process, Nova intends to acquire the remaining 15% interest in the Estelle Gold and Critical Minerals Project (Estelle Project), giving it full ownership and supporting the project’s progression to construction and production while simplifying access to funding. |
| ● | As part of the Company’s corporate reorganization, Nova advises that Mr. Michael Melamed has provided three months’ notice of his resignation as Chief Financial Officer (CFO) while the Company undertakes a formal process to appoint a U.S.-based CFO with experience in U.S. mining operations and U.S. GAAP accounting. |
Nova CEO, Mr. Christopher Gerteisen, commented:
“The weight of U.S. investment in Nova Minerals gives us the opportunity to realize the benefits of redomiciliation to the United States. This change will enable many large institutional investors to invest in the Company where this was not possible under the current ADS structure. We are mindful that, through this process, our ASX and Nasdaq shareholders are expected to continue to hold and trade their securities in the same way.
“On behalf of the Board, I would like to thank Michael for his valuable contribution to Nova during his time as CFO and wish him every success in the future. We are excited about the next chapter in the Company’s growth and will keep the market informed as these initiatives progress.”
Redomiciliation to the United States
As the U.S. ownership of Nova’s shares exceeded 50% at 31 December 2025, and with the Company’s primary assets located in the United States, Nova will lose its FPI status at the end of the current financial year and, from 1 July 2026, will be required to comply with stricter U.S. securities laws applicable to U.S. domestic companies.
To minimize potential conflicts between ASX listing requirements and U.S. domestic issuer obligations, which could otherwise complicate the continued trading of shares on the ASX and ADSs on the Nasdaq, the Board proposes to redomicile to the United States.
In addition to reducing potential compliance obstacles, the Directors of Nova believe the proposed redomiciliation has several benefits, including:
| ● | Improved access to lower-cost equity capital in the U.S. markets, which are larger and more diverse than Australian capital markets, enabling future growth to be financed at a lower cost. |
| ● | Increased appeal to a broader U.S. investor base, including ETFs, funds, and index funds, which were previously unable to invest in securities of non-U.S. companies or American Depositary Shares. |
| ● | Alignment of the corporate structure with the core of its business operations. |
| ● | Increased opportunities for further potential grants, funding, and investment from the U.S. government. |
Scheme of Arrangement to Redomicile
The proposed redomiciliation, which will require shareholder and court approval, is expected to be implemented via a Scheme of Arrangement (Scheme) under the Corporations Act. A new U.S.-incorporated parent company, expected to be named Nova Minerals Corp, is expected to become the successor issuer on Nasdaq, listing common stock, while also listing CDIs on the ASX.
The Board expects to finalize the terms of the proposed Scheme by April 2026 and will provide shareholders with full details, including information regarding the meeting to approve the proposed Scheme and the redomiciliation, in due course.
Nova expects to complete the proposed redomiciliation by the end of June 2026.
Impact to Security Holders
At this stage, security holders are not required to take any action. Further information, including any actions required and the expected timetable, will be provided in the Scheme booklet and related announcements.
If implemented:
| ● | ASX holders - Expected to hold CDIs representing beneficial ownership of the common stock of the new U.S parent, in proportion to their current holdings. |
| ● | Nasdaq ADS holders - Expected to receive common stock in proportion to their current holdings. Any changes to depositary arrangements or ratios, if applicable, will be set out in the Scheme documentation. |
| ● | Trading continuity - The Company expects to retain the existing ASX and Nasdaq listings under the same ticker codes, subject to the implementation timetable and any customary trading halts, which will be communicated to the market. |
Proposed Acquisition of Remaining 15% Interest in the Estelle Project
As part of the redomiciliation process, Nova intends to acquire the remaining 15% interest in the Estelle Project giving it full ownership. Owning 100% of the project is expected to support its rapid advancement toward construction and production and facilitate easier access to funding.
The remaining 15% interest is largely held by parties related to Nova, including certain current and former directors. The Company expects the process to be managed through appropriate governance and conflict procedures, including consideration by independent directors and abstention by any conflicted directors. The proposed acquisition is expected to be subject to shareholder approval and the preparation of an independent expert’s report. The timing and final terms remain subject to negotiation, and the Company expects to pursue the acquisition concurrently with the implementation of the Scheme (if agreed).
Search for a CFO with Mining and GAAP Experience
As Nova rapidly progresses towards production at Estelle, and in light of the corporate reorganization, the Company has identified the need for a U.S. based CFO with extensive experience in U.S. mining operations and U.S. GAAP accounting.
As a result, Mr. Michael Melamed has provided three months’ notice that he intends to resign from his position as CFO of Nova, effective 30 April 2026, to give the Company time to identify a suitable replacement. Mr. Melamed has served as CFO since July 2015 and oversaw the Company’s financial management and reporting during a significant growth phase, including the advancement of Estelle. The Board thanks Mr. Melamed for his service and contributions to the Company over the past decade and wishes him well in his future endeavors.
The Company has arrangements in place to ensure continuity of financial oversight and reporting through the transition and will keep the market informed as the process progresses.
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 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
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: XTIA@redchip.com
Nova Minerals:
Craig Bentley
Director of Finance & Compliance & Investor Relations
E: craig@novaminerals.com.au
M: +61 414 714 196