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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2026
Nova
Minerals Corp
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-42132 |
|
42-1800080 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
6312
South Fiddlers Green Circle, Suite 300E
Greenwood
Village, Colorado |
|
80111 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, including Area Code: (720) 550-4223
(Former
Name or Former Address, if Changed Since Last Report): Not Applicable
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
NVA |
|
NYSE
American LLC |
| Warrants
to purchase Common Stock |
|
NVAWS |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01 Other Events
On
June 30, 2026, Nova Minerals Corp issued a press release titled “Clarification Regarding Market Capitalization Following U.S. Redomiciliation”,
which is attached as Exhibit 99.1 hereto.
The
information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
The information in this Item 8.01 shall not be incorporated by reference into any registration statement or other document pursuant to
the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press release, dated June 30, 2026 |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) |
SIGNATURES
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 hereunto duly authorized.
| |
Nova
Minerals Corp |
| |
|
|
| Date:
June 30, 2026 |
|
/s/
Ian Pamensky |
| |
Name:
|
Ian
Pamensky |
| |
Title: |
Secretary |
Exhibit
99.1

Clarification
Regarding Market Capitalization Following U.S. Redomiciliation
Anchorage,
Alaska, June 30, 2026 - Nova Minerals Corp (“Nova Minerals” or the “Company”) has become aware that certain
publicly available investment websites have incorrectly reported the Company’s market capitalization as approximately US$2.1 billion
following the completion of its redomiciliation to the United States, as disclosed in the Company’s Current Report on Form 8-K
filed on June 16, 2026 (the “Redom 8-K”).
The
Company advises that these reported market capitalization figures are inaccurate. Following the redomiciliation, the Company’s
issued and outstanding common stock consisted solely of the shares of common stock issued in exchange for the outstanding ordinary shares
of Nova Minerals Limited as of June 16, 2026, in accordance with the 1-for-12 exchange ratio disclosed in the Redom 8-K.
As
of June 16, 2026, Nova Minerals Limited had 458,140,036 ordinary shares outstanding. Applying the 1-for-12 exchange ratio described in
the Redom 8-K, the Company issued an aggregate of 38,181,050 shares of common stock, including a limited number of additional shares
issued as a result of rounding in accordance with the terms of the exchange. Based on the Company’s current trading price, its
market capitalization is approximately US$166 million.
The
Company is not responsible for market capitalization figures published by third-party websites and encourages investors to refer to the
Company’s filings with the U.S. Securities and Exchange Commission when evaluating the Company’s capital structure and other
publicly disclosed information.
About
Nova Minerals Corp
Nova
Minerals Corp 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.novamineralscorp.com.
Forward
Looking Statements
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section
21E of the Exchange Act which are subject to the “safe
harbor” created by those sections. All statements, other than statements of historical
fact, contained in this press release are forward-looking statements and that are subject to substantial risks and uncertainties. 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 Corp’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. Forward-looking statements contained in this
announcement are made as of this date, and Nova Minerals Corp undertakes no duty to update such information except as required under
applicable law.
Investor
Relations:
Dave
Gentry, CEO
RedChip
Companies, Inc.
Phone:
1-407-644-4256
Email:
NVA@redchip.com
Nova
Minerals:
Craig
Bentley
Director
E:
craig@novamineralscorp.com
M:
+61 414 714 196