Nova Minerals details U.S. move and trading halt

Nova Minerals Limited explains a temporary trading halt while it completes its redomiciliation to the United States via court-approved schemes of arrangement that became effective on 3 June 2026.

Rhea-AI Filing Summary

Nova Minerals Limited explains a temporary trading halt while it completes its redomiciliation to the United States via court-approved schemes of arrangement that became effective on 3 June 2026. Trading in its ASX and OTC shares, Nasdaq ADSs, and listed warrants is suspended during this transition.

The redomiciliation is expected to complete on or around 16 June 2026, after which trading in Nova Minerals Corp’s ASX-listed CDIs under ticker NVA and NYSE American-listed common stock and warrants under tickers NVA and NVAWW is expected to resume shortly. Existing holders keep the same proportional ownership, with ASX shares swapped 1:1 for CDIs, OTC shares 1:12 for NYSE American common stock, ADSs 1:1 for NYSE American common stock, and Nasdaq warrants 1:3 for NYSE American warrants.

Small ASX holdings under A$500 that did not opt out, and Ineligible Foreign Shareholders, will have their entitlements sold on-market within 90 business days of the implementation date, receiving pro rata net cash proceeds. Nova also highlights its Estelle Gold and Critical Minerals Project in Alaska and a US$43.4 million U.S. Department of War award supporting development of a domestic antimony supply chain targeted for production in late 2026/2027.

Insights

Corporate actions and capital markets analyst

Nova pauses trading to complete a court-approved move to a U.S. holding company while preserving proportional ownership.

Nova Minerals is shifting its primary corporate domicile to the United States through schemes of arrangement that took effect on 3 June 2026. To execute the many technical steps, the company has temporarily halted trading of its ASX and OTC shares, Nasdaq ADSs, and listed warrants.

After completion, expected on or around 16 June 2026, investors will hold securities in Nova Minerals Corp: ASX investors via CDIs, and U.S. investors via NYSE American-listed common stock and warrants. The mechanics keep each holder’s proportional stake the same while changing the corporate parent and listing venues.

Separate from the redomiciliation, Nova highlights its Estelle project and a US$43.4 million U.S. Department of War award to advance a domestic antimony supply chain, targeted for late 2026/2027. Subsequent disclosures may provide more detail on how the new structure interacts with its funding and project timelines.

Key Figures

Schemes effective date: 3 June 2026 Expected redomicile completion: On or around 16 June 2026 Department of War award: US$43.4 million +2 more

5 metrics

Schemes effective date 3 June 2026 Schemes of arrangement became effective

Expected redomicile completion On or around 16 June 2026 Target date to complete U.S. redomiciliation

Department of War award US$43.4 million Funding to develop domestic antimony supply chain

Estelle mineralized trend length 35 kilometres Length of mineralized trend at Estelle Project

Tintina Gold Belt endowment >220 Moz Documented gold endowment in Tintina Gold Belt

Key Terms

redomiciliation, schemes of arrangement, CHESS Depositary Interests (CDIs), Ineligible Foreign Shareholders, +2 more

6 terms

redomiciliation regulatory

"provide shareholders with an update on its redomiciliation to the United States"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

schemes of arrangement regulatory

"orders issued by the Supreme Court of New South Wales and the schemes of arrangement becoming effective"

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.

CHESS Depositary Interests (CDIs) financial

"exchanged on a one-for-one basis for ASX-listed CHESS Depositary Interests (CDIs) in Nova Minerals Corp"

Chess Depositary Interests (CDIs) are a way for investors to own and trade foreign company shares through Australia's electronic share register without holding the underlying foreign share directly. Think of a CDI as a local receipt that represents a single foreign share: it lets Australian brokers buy, sell, and settle those foreign exposures on the local exchange, making it easier for investors to access overseas stocks while keeping trading, dividends and record-keeping aligned with domestic rules.

Ineligible Foreign Shareholders regulatory

"securityholders (other than Ineligible Foreign Shareholders and non-electing Small Parcel Holders)"

Ineligible foreign shareholders are people or entities outside a country that, because of nationality, residency, sanctions, or local rules, are legally barred from owning or taking part in certain securities or corporate actions. This matters to investors because it can limit who can buy, vote, receive payouts, or keep shares—like a club that only admits members from certain places, forcing companies to monitor ownership and sometimes block or unwind transactions to stay compliant.

small parcel holders financial

"non-electing Small Parcel Holders as defined in the scheme booklet"

forward-looking statements regulatory

"This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is Nova Minerals (NVA) currently in a trading halt?

Nova Minerals has suspended trading in its ASX and OTC shares, Nasdaq ADSs, and listed warrants to complete the technical steps of its court-approved redomiciliation to the United States under schemes of arrangement effective 3 June 2026.

When is Nova Minerals trading expected to resume after the U.S. redomicile?

The redomiciliation is expected to be completed on or around 16 June 2026. After completion, trading in Nova Minerals Corp’s ASX-listed CDIs and NYSE American-listed common stock and warrants is expected to resume shortly under the ticker codes NVA and NVAWW.

How will Nova Minerals ASX shareholders’ holdings change after implementation?

ASX shareholders will have their Nova Minerals shares exchanged on a one-for-one basis for CHESS Depositary Interests in Nova Minerals Corp, which carry equivalent voting rights and will continue trading on the ASX under the existing ticker NVA, preserving proportional ownership stakes.

What happens to Nova Minerals OTC, ADS, and warrant holders in the redomicile?

OTC shareholders receive NYSE American common stock on a one-for-twelve basis, ADS holders receive NYSE American common stock one-for-one, and Nasdaq-listed warrant holders receive NYSE American warrants on a one-for-three basis, all under the tickers NVA or NVAWW after completion.

How are Ineligible Foreign Shareholders and small parcel holders of Nova Minerals treated?

ASX holders with less than A$500 who did not opt out, and Ineligible Foreign Shareholders outside specified jurisdictions, will not receive CDIs. Instead, their entitled CDIs will be sold on-market within 90 business days, with net sale proceeds distributed to them pro rata.

What is Nova Minerals’ US$43.4 million Department of War award for?

Nova Minerals has a fully funded US$43.4 million U.S. Department of War award to help develop a domestic antimony supply chain within its Estelle Gold and Critical Minerals Project in Alaska, which it targets for production in the late 2026/2027 timeframe.

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

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 06/05/2026 - 06:45 AM EDT Learn about SEC filing dates

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 5, 2026, titled “Nova Advises of Trading Halt and Shareholder Information About the U.S. Redomicile”.

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 5, 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 5, 2026	By:	/s/ Craig Bentley
	Name:	Craig Bentley
	Title:	Director of Finance and Compliance and Director

-3-

Exhibit 99.1

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

Anchorage Alaska, June 5, 2026 - 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

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 29.0 KB
• EX-99 GRAPHIC 17.8 KB