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Nova Minerals (NASDAQ: NVA) details US redomiciliation schemes

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6-K

Rhea-AI Filing Summary

Nova Minerals Limited has registered its Scheme Booklet with the Australian Securities and Investments Commission to progress its proposed re-domiciliation from Australia to the United States. The move will be implemented via separate schemes of arrangement for shareholders and listed warrantholders.

The Scheme Booklet, including the notice of meeting, will be available on Nova’s website and the ASX website and is expected to be dispatched to ASX shareholders, ADS holders, OTC shareholders and listed warrantholders on or around 28 April 2026.

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Insights

Nova advances administrative step in US redomiciliation plan.

Nova Minerals has had its Scheme Booklet registered with ASIC for a proposed shift of its corporate domicile from Australia to the United States. This is a procedural but important milestone in a court-supervised schemes of arrangement process.

The Schemes cover both shareholders and listed warrantholders, indicating that equity and warrant structures will be addressed together. Actual effects on ownership structure, listing arrangements, and taxation will depend on final court approvals and the outcomes of security holder votes described in the booklet.

The company plans to dispatch the Scheme Booklet on or around 28 April 2026, giving stakeholders detailed terms ahead of scheme meetings. Subsequent company communications and filings are expected to outline results of those meetings and any court orders completing or altering the proposed redomiciliation.

Scheme Booklet dispatch date On or around 28 April 2026 Expected dispatch to shareholders, ADS holders and warrantholders
Estelle Project area 514 km2 State of Alaska mining claims
Mineralized corridor length 35 km Length of mineralized corridor at Estelle Project
Prospects count Over 20 prospects Advanced gold and antimony prospects at Estelle Project
Project ownership 85% Nova Minerals’ ownership stake in the Estelle Project
Tintina Gold Belt endowment >220 Moz gold Documented gold endowment in the Tintina Gold Belt
Scheme Booklet regulatory
"the Scheme Booklet in relation to the Company’s proposed re-domiciliation"
A scheme booklet is a formal document given to shareholders and creditors when a company proposes a legally binding takeover or reorganization plan. It explains the deal’s terms, reasons, financial effects, risks, voting instructions and timeline in plain language, much like a detailed instruction manual for a house sale that tells each participant what will change, when, and how to vote. For investors, it’s the key source to judge whether the transaction is fair and how it will affect their holdings.
schemes of arrangement regulatory
"via schemes of arrangement between Nova Minerals and its Shareholders"
redomiciliation regulatory
"the Company’s proposed re-domiciliation from Australia 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.
American Depositary Shares financial
"holders of Nasdaq listed American Depositary Shares (ADS) representing ordinary shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Tintina Gold Belt financial
"in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce"
Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

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 April 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 release of Nova Minerals Limited (the “Company”) dated April 22, 2026, titled “Scheme Booklet Registered with ASIC.”

 

As stated in the press release, on April 22, 2026, the Company has registered the scheme booklet with the Australian Securities and Investments Commission (ASIC) for the purpose of effecting the Company’s proposed redomiciliation to the United States. A copy of the Scheme Booklet is attached to the press release filed as Exhibit 2.1 and incorporated herein by reference

 

This report on Form 6-K (including the exhibits 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
2.1   Nova Minerals Limited Scheme Booklet dated April 22, 2026 attached to the press release furnished as Exhibit 2.1 hereto and incorporated herein by reference.
99.1   Press Release, dated April 22, 2026

 

 

 

 

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: April 24, 2026 By: /s/ Craig Bentley
  Name: Craig Bentley
  Title: Director of Finance and Compliance and Director

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Scheme Booklet Registered with ASIC

 

Nova Minerals Limited (Nova Minerals or the Company) (ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3) is pleased to announce that the Scheme Booklet in relation to the Company’s proposed re-domiciliation from Australia to the United States via 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), has today been registered with the Australian Securities and Investments Commission (ASIC).

 

A copy of the Scheme Booklet (Including the Notice of Share Scheme Meeting) is attached to this announcement and will also be made available on Nova Minerals’ website at https://novaminerals.com.au/ and on the ASX website at www.asx.com.au.

 

The Scheme Booklet is expected to be dispatched to Nova Minerals ASX listed shareholders (Shareholders), holders of Nasdaq listed American Depositary Shares (ADS) representing ordinary shares of Nova Minerals (ADS Holders), holders of OTC-quoted shares, and warrant holders holding Nasdaq listed warrants of Nova Minerals (Listed Warrantholders) on or around 28 April 2026. For further details of how you will receive your Scheme Booklet, please refer to Nova Minerals’ previous announcement titled “Nova US Redomiciliation – Court Approves Convening of Scheme Meeting and Distribution of Scheme Booklet”.

 

Further Information

 

Nova Minerals encourages Shareholders, ADS Holders and Listed Warrantholders to read the Scheme Booklet in its entirety, including the materials accompanying it, before deciding whether to vote in favour of the Schemes.

 

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
Investor Relations and Media
E: cameron.gilenko@sodali.com
M: +61 466 984 943

 

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

 

 

 

 

 

If you require further information or have questions about the Schemes or the Scheme Booklet, please contact the Information Line on 1300 103 392 (within Australia) or +61 2 9068 1925 (outside Australia) Monday to Friday between 8:30 am and 7:00 pm (Sydney time).

 

This announcement has been authorised for release by the Board of Directors.

 

For further information regarding Nova Minerals Limited please visit the Company’s website (www.novaminerals.com.au).

 

About Nova Minerals Limited

 

Nova Minerals Limited is a Gold, Antimony and Critical Minerals exploration and development company focused on advancing the Estelle Project, comprised of 514 km2 of State of Alaska mining claims, which contains multiple mining complexes across a 35 km long mineralized corridor of over 20 advanced Gold and Antimony prospects, including two already defined multi-million ounce resources, and several drill ready Antimony prospects with massive outcropping stibnite vein systems observed at surface. The 85% owned project is located 150 km northwest of Anchorage, Alaska, USA, 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. The belt also hosts significant Antimony deposits and was a historical North American Antimony producer.

 

Nova Minerals Limited | ASX Announcement 2

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Nova Minerals (NVA) announce in this Form 6-K?

Nova Minerals announced that its Scheme Booklet for a proposed redomiciliation from Australia to the United States has been registered with ASIC. The booklet covers schemes of arrangement for both shareholders and listed warrantholders and outlines how the transaction is intended to proceed.

What is the purpose of Nova Minerals (NVA) redomiciliation plan?

The redomiciliation plan aims to move Nova Minerals’ corporate domicile from Australia to the United States. This is proposed to occur via schemes of arrangement involving shareholders and listed warrantholders, with detailed terms and implications set out in the registered Scheme Booklet.

Who will receive the Nova Minerals (NVA) Scheme Booklet and when?

The Scheme Booklet is expected to be dispatched on or around 28 April 2026 to ASX-listed shareholders, holders of Nasdaq-listed American Depositary Shares, OTC-quoted shareholders and holders of Nasdaq-listed warrants. It will also be available on the company’s website and the ASX website.

How will Nova Minerals (NVA) implement the redomiciliation to the United States?

Nova Minerals plans to implement the redomiciliation via two linked schemes of arrangement: a Share Scheme between the company and its shareholders, and a Warrant Scheme between the company and its listed warrantholders. Both schemes are described in the registered Scheme Booklet.

Where can investors find the Nova Minerals (NVA) Scheme Booklet?

The Scheme Booklet, including the notice of the Share Scheme meeting, is attached to the company’s announcement and will be available on Nova Minerals’ website and the ASX website. It is intended as the primary source of detailed information about the proposed Schemes.

What is Nova Minerals (NVA) core project mentioned in the announcement?

Nova Minerals focuses on the Estelle Project in Alaska, covering 514 km2 of state mining claims along a 35 km mineralized corridor. The project hosts multiple gold and antimony prospects, including two defined multi-million-ounce resources, and lies within the Tintina Gold Belt.

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