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Nova Minerals (NYSE American: NVA) corrects $2.1B market cap error after U.S. redomicile

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nova Minerals Corp filed an 8-K to share a press release clarifying its market capitalization after redomiciling to the United States. Some investment websites had shown an incorrect value of about US$2.1 billion. Based on its current trading price and the shares issued in the redomiciliation, Nova states its market capitalization is about US$166 million. The company explains that as of June 16, 2026, Nova Minerals Limited had 458,140,036 ordinary shares outstanding, which were exchanged at a 1-for-12 ratio into 38,181,050 common shares of Nova Minerals Corp, with a small number of extra shares from rounding. The release also highlights Nova’s Estelle Gold and Critical Minerals Project in Alaska and notes 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.

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Insights

Nova corrects overstated market cap and reiterates project funding.

Nova Minerals Corp is addressing confusion created by third-party websites that showed a roughly US$2.1 billion market capitalization after its U.S. redomiciliation. Using the 1-for-12 share exchange and current trading price, the company estimates a much lower value of about US$166 million.

The clarification ties directly to specific share mechanics: 458,140,036 ordinary shares of Nova Minerals Limited became 38,181,050 Nova common shares, plus minor rounding. This helps investors reconcile capital structure data between pre- and post-redomiciliation entities using figures disclosed in the earlier Redom 8-K.

The release also notes a US$43.4 million U.S. Department of War award backing development of a domestic antimony supply chain, with production targeted for late 2026/2027. Subsequent company filings may further detail how this funding and the Estelle project schedule translate into future financial results.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Previously reported market cap on websites US$2.1 billion Incorrect third-party market capitalization after redomiciliation
Company-stated market capitalization US$166 million Approximate market capitalization based on current trading price
Pre-exchange ordinary shares 458,140,036 shares Nova Minerals Limited ordinary shares outstanding as of June 16, 2026
Post-exchange common shares 38,181,050 shares Nova Minerals Corp common shares issued after 1-for-12 exchange
Share exchange ratio 1-for-12 Exchange of Nova Minerals Limited ordinary shares into Nova Minerals Corp common shares
U.S. Department of War award US$43.4 million Funding to develop a domestic antimony supply chain
Antimony production target window late 2026/2027 Targeted start of domestic antimony production
redomiciliation regulatory
"market capitalization as approximately US$2.1 billion following the completion of 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.
market capitalization financial
"incorrectly reported the Company’s market capitalization as approximately US$2.1 billion"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
exchange ratio financial
"in accordance with the 1-for-12 exchange ratio disclosed in the Redom 8-K"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act"
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.
critical mineral antimony technical
"securing a US domestic supply of the critical mineral antimony"
Estelle Gold and Critical Minerals Project technical
"focused on the exploration and development of the Estelle Gold and Critical Minerals Project, located in Alaska"
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false 0001852551 0001852551 2026-06-30 2026-06-30 0001852551 NVA:CommonStock0.001ParValuePerShareMember 2026-06-30 2026-06-30 0001852551 NVA:WarrantsToPurchaseCommonStockMember 2026-06-30 2026-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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.

 

(d) 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)

 

2

 

 

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

 

3

 

 

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 harborcreated 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

 

 

 

FAQ

What does Nova Minerals Corp’s latest 8-K disclose for NVA?

The 8-K discloses a press release clarifying Nova Minerals Corp’s true market capitalization after its U.S. redomiciliation. It explains the share exchange, corrects websites showing about US$2.1 billion, and highlights the Estelle project and a US$43.4 million U.S. Department of War award.

What is the correct market capitalization of Nova Minerals Corp (NVA)?

Nova Minerals Corp states its market capitalization is approximately US$166 million, based on its current trading price and post-redomiciliation share count. This corrects third-party websites that had reported roughly US$2.1 billion, which the company identifies as inaccurate.

How many Nova Minerals Corp shares are outstanding after the redomiciliation?

After redomiciliation, Nova Minerals Corp issued 38,181,050 common shares in exchange for Nova Minerals Limited ordinary shares. These were converted at a 1-for-12 exchange ratio from 458,140,036 ordinary shares, with a limited number of additional shares created through rounding under the exchange terms.

What is the 1-for-12 exchange ratio mentioned by Nova Minerals (NVA)?

The 1-for-12 exchange ratio means every 12 ordinary shares of Nova Minerals Limited were exchanged for one Nova Minerals Corp common share. Applying this to 458,140,036 ordinary shares resulted in 38,181,050 common shares, plus a small number of extra shares due to rounding adjustments.

What government funding has Nova Minerals Corp (NVA) received for antimony?

Nova Minerals Corp reports a US$43.4 million U.S. Department of War award to help develop a domestic antimony supply chain. This funding supports the company’s critical minerals strategy linked to the Estelle project and targets antimony production in the late 2026/2027 timeframe.

What is Nova Minerals Corp’s Estelle Gold and Critical Minerals Project?

The Estelle Project is an Alaska-based gold and critical minerals development asset held by Nova Minerals Corp. It includes two defined multi-million-ounce gold resources and over 20 prospects along a 35-kilometre trend in the Tintina Gold Belt, alongside the company’s antimony-focused critical minerals strategy.

Filing Exhibits & Attachments

6 documents