Strong Nova Minerals (NASDAQ: NVA) vote backs move to new US holding company
Rhea-AI Filing Summary
Nova Minerals Limited reports that its shareholders and holders of Nasdaq-listed warrants have approved two schemes of arrangement to move the group into a new U.S. holding company, Nova Minerals Corp (US Holdco). For the share scheme, 98.88% of votes cast were in favour, with 87.29% of shareholders present and voting supporting the proposal. For the warrant scheme, 99.89% of votes cast by beneficial listed warrantholders were in favour, with 89.31% of beneficial warrantholders present and voting supporting it.
The schemes are still subject to conditions in the Scheme Implementation Deed, including approval by the Supreme Court of New South Wales at a second court hearing scheduled for 2 June 2026 and the independent expert not withdrawing or adversely modifying its conclusions. If these conditions are met, the schemes are expected to become effective on 3 June 2026, with implementation on 16 June 2026. On that date Nova Minerals is expected to be delisted from ASX, and US Holdco is expected to list on the NYSE while its CDIs trade on ASX.
The filing also highlights Nova Minerals’ Estelle Gold and Critical Minerals Project in Alaska and notes that its critical minerals strategy is 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.
Positive
- None.
Negative
- None.
Insights
Shareholders and warrantholders back redomiciliation to a new U.S. holding company, pending court approval.
The schemes of arrangement received very strong support, with 98.88% of shareholder votes and 99.89% of beneficial listed warrantholder votes cast in favour. This approval allows Nova Minerals to proceed toward establishing Nova Minerals Corp as the new U.S. holding entity, subject to remaining conditions in the Scheme Implementation Deed.
The timetable sets a second court hearing on 2 June 2026, an effective date on 3 June 2026, and implementation on 16 June 2026. That implementation date is also scheduled for delisting Nova from ASX and admitting US Holdco on the NYSE, with US Holdco CDIs trading on ASX. Actual outcomes depend on court approval and satisfaction or waiver of the remaining conditions.
Separately, the company notes a US$43.4 million U.S. Department of War award to fund development of a domestic antimony supply chain, targeted for production in late 2026/2027. Future disclosures may detail how this funding and the new holding structure interact with project execution.
Key Figures
Key Terms
scheme of arrangement regulatory
Scheme Implementation Deed regulatory
Supreme Court of New South Wales regulatory
independent expert financial
CHESS Depositary Interests (CDIs) financial
Corporations Act 2001 regulatory
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 1, 2026, titled “Results of Scheme Meetings”.
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 1, 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 1, 2026 | By: | /s/ Craig Bentley |
| Name: | Craig Bentley | |
| Title: | Director of Finance and Compliance and Director | |
| -3- |
Exhibit 99.1
RESULTS OF SCHEME MEETINGS
Nova Minerals Limited (Nova Minerals or the Company) (ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3) is pleased to announce that its shareholders (Shareholders) and holders of Nasdaq listed warrants (Listed Warrantholders) have voted, by the requisite majorities, in favour of the proposed schemes of arrangement between Nova Minerals and its Shareholders (Share Scheme) and Nova Minerals and its Listed Warrantholders (Warrant Scheme, and together with the Share Scheme, 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.
Voting Results
In summary:
| ■ | for the Share Scheme: |
| ● | 98.88% of the votes cast by Shareholders were in favour of the Share Scheme; | |
| ● | 87.29% of Nova Minerals Shareholders present, and voting (in person or by proxy, attorney or corporate representative) voted in favour of the Share Scheme. |
| ■ | for the Warrant Scheme: |
| ● | 99.89% of the votes cast by beneficial Listed Warrantholders were in favour of the Warrant Scheme; and | |
| ● | 89.31% of beneficial Listed Warrantholders present, and voting (in person or by proxy, attorney or corporate representative) voted in favour of the Warrant Scheme.1 |
In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), a detailed report of the proxies received and votes cast on the resolutions to approve the Schemes is attached to this announcement.
1 As Cede & Co is the sole registered Warrant Holder and holds warrants as bare nominee for The Depositary Trust & Clearing Corporaton, the beneficial holder account voting instructions cast at the meeting are shown.
| 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 |
Next Steps
Although Nova Minerals’ Shareholder and Listed Warrantholder approval has been obtained, the Schemes remain subject to a number of conditions detailed in the Scheme Implementation Deed (a full copy of which is included as Annexure C to the Scheme Booklet, which is available on the ASX website at www.asx.com.au and on Nova Minerals’ website at https://novaminerals.com.au/), including:
| ● | the Supreme Court of New South Wales approving the Schemes at a hearing currently scheduled to occur at 9:15am (Sydney time) on Tuesday, 2 June 2026 (Second Court Hearing); |
| ● | the independent expert not withdrawing or adversely modifying its conclusion that the Share Scheme is in the best interest of Shareholders and that the Warrant Scheme is in the best interest of Listed Warrantholders; and |
| ● | the satisfaction or waiver of any remaining conditions precedent prior to the Second Court Hearing. |
Subject to these remaining conditions being satisfied or waived, implementation of the Schemes is expected to occur on Tuesday, 16 June, 2026 (see indicative timetable below).
Notice of Second Court Hearing Date
The Second Court Hearing is currently scheduled to occur at 9:15am (Sydney time) on Tuesday, 2 June 2026 at the Supreme Court of New South Wales.
Indicative Timetable
The key dates and times for the Schemes are as follows (Sydney time unless otherwise indicated):
| Second Court Hearing for approval of the Schemes | Tuesday, 2 June 2026 at 9:15am | |
| 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) | |
| 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 |
| Nova Minerals Limited | ASX Announcement | 2 |
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 Nova Minerals Limited Scheme of Arrangement |
GPO Box 5193, Sydney, NSW 2001 P 1300 288 664 (aus) or +61 (0)2 9698 5414 (world) F +61 (0)2 8583 3040 E hello@automic.com.au ABN 27 152 260 814
|
In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to resolutions put to members at the meeting.
| Proxy Votes | Poll Results (if applicable) | Results | ||||||||
|
Resolution |
Decided by Show of Hands (S) or Poll (P) |
Total Number of Proxy Votes exercisable by proxies validly appointed |
FOR |
AGAINST |
ABSTAIN |
PROXY’S DISCRETION |
FOR |
AGAINST |
ABSTAIN |
OUTCOME |
| 1 That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Nova and the holders of its ordinary shares 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 Share Scheme with any such alterations or conditions. |
P |
93,618,361 |
92,053,356 98.33% |
1,048,520 1.12% |
456,037 |
516,485 0.55% |
92,431,941 98.88% |
1,048,520 1.12% |
456,037 |
Carried |
| Nova Minerals Limited | ASX Announcement | 4 |
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 | Pending Second Court Hearing Orders* |
| Beneficial holders of Warrants | Beneficial holders of Warrants | 90 (10.69%) (including joint beneficial holder accounts) |
- |
*Subject to approval at the Second Court Hearing.
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 | 5 |