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Nova Minerals (NVA) finance director discloses stock and option stakes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Nova Minerals Corp director and finance officer Bentley Craig filed an initial ownership report detailing his common stock and option positions. He holds 188,306 shares of common stock directly, plus 52,804 shares indirectly through Speedy Investments Pty Ltd and 61,000 shares indirectly through Kerse Pty Ltd, where he has voting and investment control. He also indirectly holds stock options over 260,416 underlying common shares at an exercise price of 3.8100, converted from A$0.45 per share. According to the disclosure, 72,916 of these option shares are already vested and exercisable, while the remainder vest upon specified operational and/or sales milestones, contingent on his continued employment.

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Insider Bentley Craig
Role Director of Finance & Compl.
Type Security Shares Price Value
holding Stock Options (Right to Buy) -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 260,416 shares (Indirect, By Kerse Pty Ltd); Common Stock — 188,306 shares (Direct, null); Common Stock — 61,000 shares (Indirect, By Kerse Pty Ltd)
Footnotes (1)
  1. Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016 (the "Scheme") between Nova Minerals Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. As a director of this entity, the reporting person has voting and investment control over the reported shares of common stock. 72,916 of the shares underlying these stock options are fully vested and exercisable. The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones, subject to continuing employment by the reporting person. These stock options were originally rights to receive ordinary shares of the Predecessor. Under the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share ofCommon Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled. The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on June 14, 2026. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise. As a director of this entity, the reporting person has voting and investment control over the underlying shares of common stock.
Direct common shares 188,306 shares Common Stock held directly by Bentley Craig
Indirect shares via Speedy Investments 52,804 shares Common Stock held indirectly by Speedy Investments Pty Ltd
Indirect shares via Kerse Pty Ltd 61,000 shares Common Stock held indirectly by Kerse Pty Ltd
Underlying shares in options 260,416 shares Common shares underlying stock options held indirectly
Option exercise price 3.8100 per share Converted from A$0.45 using FX and 12:1 ratio
Vested option shares 72,916 shares Portion of underlying option shares fully vested and exercisable
CDI conversion ratio 1:12 Common stock to Chess Depositary Interest ratio under scheme
Original exercise price A$0.45 per share Predecessor ordinary share option price before conversion
Chess Depositary Interests ("CDIs") financial
"Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio"
scheme of arrangement financial
"as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
stock options (Right to Buy) financial
"Stock Options (Right to Buy) with underlying security title Common Stock and an exercise price of 3.8100"
exercise price financial
"The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
operational and/or sales milestones financial
"The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones"
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Bentley Craig
(Last)(First)(Middle)
C/O NOVA MINERALS CORP
6312 SOUTH FIDDLERS GREEN CIRCLE, SUITE
(Street)
GREENWOOD VILLAGE COLORADO 80111
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2026		3. Issuer Name and Ticker or Trading Symbol
Nova Minerals Corp [ NVA ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Director of Finance & Compl.
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock188,306(1)D
Common Stock61,000(1)IBy Kerse Pty Ltd(2)
Common Stock52,804(1)IBy Speedy Investments Pty Ltd(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) (3)12/23/2028Common Stock260,416(4)$3.81(5)IBy Kerse Pty Ltd(6)
Explanation of Responses:
1. Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016 (the "Scheme") between Nova Minerals Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX.
2. As a director of this entity, the reporting person has voting and investment control over the reported shares of common stock.
3. 72,916 of the shares underlying these stock options are fully vested and exercisable. The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones, subject to continuing employment by the reporting person.
4. These stock options were originally rights to receive ordinary shares of the Predecessor. Under the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share ofCommon Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled.
5. The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on June 14, 2026. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.
6. As a director of this entity, the reporting person has voting and investment control over the underlying shares of common stock.
Remarks:
Exhibit 24: Power of attorney provided herewith.
/s/ Ian Pamensky, by Power of Attorney06/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Bentley Craig’s Form 3 filing for Nova Minerals (NVA) show?

The Form 3 shows Bentley Craig’s existing ownership in Nova Minerals common stock and options, including direct and indirect stakes. It establishes his baseline holdings as a director and officer, not new share purchases or sales.

How many Nova Minerals (NVA) shares does Bentley Craig hold directly and indirectly?

Bentley Craig holds 188,306 Nova Minerals common shares directly. Indirectly, he reports 52,804 shares via Speedy Investments Pty Ltd and 61,000 shares via Kerse Pty Ltd, where he has voting and investment control over the reported holdings.

What stock options over Nova Minerals (NVA) shares does Bentley Craig report?

He reports indirect stock options over 260,416 underlying Nova Minerals common shares with an exercise price of 3.8100. These options relate to rights originally over predecessor ordinary shares that were converted under a scheme of arrangement.

How many of Bentley Craig’s Nova Minerals (NVA) options are vested?

The filing states that 72,916 of the underlying option shares are fully vested and exercisable. The remaining option shares vest only after certain operational and/or sales milestones are achieved and depend on Craig’s continuing employment.

What is the CDI conversion ratio mentioned in Nova Minerals (NVA) Form 3 footnotes?

The footnotes explain that the reported common stock includes shares underlying Chess Depositary Interests (CDIs), converted using a 1:12 common stock to CDI ratio. CDIs trade on the Australian Securities Exchange and represent beneficial interests in underlying shares.

How was the Nova Minerals (NVA) stock option exercise price determined in the filing?

The exercise price of 3.8100 was derived from an original A$0.45 price, reflecting a 12:1 consolidation ratio and an exchange rate published by the Reserve Bank of Australia. The actual exercise amount for holders is based on the Australian dollar price.