Nova Minerals sets shareholder and warrant scheme votes

Nova Minerals Limited has called two Australian court-approved scheme meetings for 29 May 2026: a Share Scheme Meeting for shareholders and a Warrant Scheme Meeting for listed warrantholders, held in Sydney and online.

Rhea-AI Filing Summary

Nova Minerals Limited has called two Australian court-approved scheme meetings for 29 May 2026: a Share Scheme Meeting for shareholders and a Warrant Scheme Meeting for listed warrantholders, held in Sydney and online. Voting eligibility is set by record dates in May for shareholders, ADS holders and warrantholders.

An Independent Expert, RSM Corporate Australia, concludes that the proposed Share Scheme is in the best interests of shareholders and the Warrant Scheme is in the best interests of listed warrantholders. Nova’s directors unanimously recommend voting in favour of both schemes, provided the Independent Expert maintains these conclusions, and intend to vote all securities they control accordingly.

The company urges all investors to read the Scheme Booklet and accompanying Independent Expert’s report in full before voting and provides telephone support lines for questions. Nova also highlights its strategy of advancing the Estelle Gold and Critical Minerals Project in Alaska, supported 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.

Insights

Equity corporate actions analyst

Nova seeks approval for share and warrant schemes with board and expert support.

Nova Minerals is progressing formal schemes for shareholders and listed warrantholders, with meetings scheduled on 29 May 2026. An Independent Expert states both the Share Scheme and Warrant Scheme are in the best interests of the affected securityholders.

The board’s unanimous, conditional recommendation and directors’ stated intent to vote their own holdings in favour signal alignment with the Independent Expert’s view, though the detailed terms of the schemes sit in the Scheme Booklet, not described here. Actual outcomes will depend on how securityholders vote at the meetings.

The company also notes a US$43.4 million U.S. Department of War award supporting its antimony strategy at the Estelle project, targeted for production around 2026/2027. Future disclosures may clarify how the schemes and this funding interact with Nova’s broader capital structure and development plans.

Key Figures

Scheme meeting date: 29 May 2026 Shareholders record date: 7:00pm 27 May 2026 (Sydney time) Warrantholders record date: 7:00pm 21 May 2026 (Sydney time) +4 more

7 metrics

Scheme meeting date 29 May 2026 Date of Share Scheme and Warrant Scheme Meetings

Shareholders record date 7:00pm 27 May 2026 (Sydney time) Eligibility to vote at Share Scheme Meeting

Warrantholders record date 7:00pm 21 May 2026 (Sydney time) Eligibility to vote at Warrant Scheme Meeting

U.S. Department of War award US$43.4 million Funding to develop a domestic antimony supply chain

Mineralised trend length 35 kilometres Estelle project mineralised trend in Tintina Gold Belt

Gold belt endowment >220 Moz Documented gold endowment in the Tintina Gold Belt

Antimony production target Late 2026/2027 Targeted timing for domestic antimony supply chain production

Key Terms

Share Scheme Meeting, Warrant Scheme Meeting, Independent Expert, Scheme Booklet, +2 more

6 terms

Share Scheme Meeting regulatory

"the meeting of Shareholders (Share Scheme Meeting) and the meeting of Listed Warrantholders"

Warrant Scheme Meeting regulatory

"the meeting of Listed Warrantholders (Warrant Scheme Meeting) will be held on Friday"

Independent Expert financial

"Independent Expert Report prepared by RSM Corporate Australia Pty Ltd (ABN 82 050 508 024) (Independent Expert)"

Scheme Booklet regulatory

"The Scheme Booklet includes a copy of the Independent Expert Report"

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.

ADS Holders financial

"Bank New York Mellon acting as Depositary has set the record date for the ADS Holders’ entitlement"

ADS holders are investors who own American Depositary Shares, which are certificates traded on U.S. markets that represent ownership of a foreign company's ordinary shares. Think of an ADS as a receipt that lets U.S. investors buy and sell a piece of a foreign company without dealing with a foreign stock exchange; this matters because ADS holders are affected by the underlying company’s performance, dividends, and any corporate actions, but also by currency, custody arrangements, and U.S. trading rules.

critical mineral antimony technical

"securing a U.S. domestic supply of the critical mineral antimony"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the scheme meetings Nova Minerals (NVA) has scheduled in May 2026?

Nova Minerals will hold a Share Scheme Meeting and a Warrant Scheme Meeting on 29 May 2026 in Sydney and online, seeking securityholder votes on proposed schemes affecting shareholders and listed warrantholders, as detailed in the Scheme Booklet and related materials.

How does the Independent Expert view Nova Minerals’ Share Scheme and Warrant Scheme?

The Independent Expert, RSM Corporate Australia, concludes the Share Scheme is in the best interests of shareholders and the Warrant Scheme is in the best interests of listed warrantholders. Investors are directed to the full Independent Expert’s report included in Annexure A of the Scheme Booklet.

What is Nova Minerals’ board recommending regarding the proposed schemes?

Nova’s directors unanimously recommend shareholders vote for the Share Scheme and listed warrantholders vote for the Warrant Scheme, subject to the Independent Expert maintaining its favourable conclusions. Each director also intends to vote, or cause to be voted, all securities they control in favour of the schemes.

When are record dates for voting on Nova Minerals’ scheme resolutions?

Shareholders registered at 7:00pm Sydney time on 27 May 2026 may vote at the Share Scheme Meeting. Listed warrantholders registered at 7:00pm Sydney time on 21 May 2026 may vote at the Warrant Scheme Meeting, while ADS holders’ voting entitlement uses a 13 May 2026 record date.

What major funding does Nova Minerals highlight in this 6-K disclosure?

Nova notes a US$43.4 million U.S. Department of War award to advance a domestic antimony supply chain linked to its Estelle Gold and Critical Minerals Project in Alaska. This funding supports its critical minerals strategy, with production targeted for the 2026/2027 timeframe.

What project is central to Nova Minerals’ growth strategy?

Nova focuses on the Estelle Gold and Critical Minerals Project in Alaska, described as one of the world’s larger undeveloped gold deposits. Estelle includes two multi-million-ounce gold resources and over 20 prospects along a 35-kilometre mineralised trend in the Tintina Gold Belt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 05/22/2026 - 06:45 AM EDT Learn about SEC filing dates

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 May 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 May 22, 2026, titled “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 May 22, 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: May 22, 2026	By:	/s/ Craig Bentley
	Name:	Craig Bentley
	Title:	Director of Finance and Compliance and Director

-3-

Exhibit 99.1

Scheme Meetings

Nova Minerals Limited (Nova Minerals or the Company) (ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3) wishes to remind investors that the meeting of Shareholders (Share Scheme Meeting) and the meeting of Listed Warrantholders (Warrant Scheme Meeting) will be held on Friday, 29 May 2026, in person at the offices of Ashurst Australia at Level 8, 39 Martin Place, Sydney, New South Wales, Australia 2000, and online via the Automic Investor Portal (investor.automic.com.au) for the Share Scheme Meeting and via the link www.virtualshareholdermeeting.com/NVA2026 for the Warrant Scheme Meeting.

The Share Scheme Meeting will commence at 10:00am (Sydney time) and the Warrant Scheme Meeting will commence at the later of 10:30am (Sydney time) and the conclusion of the Share Scheme Meeting.

Shareholders registered as at 7:00pm (Sydney time) on Wednesday, 27 May 2026 will be eligible to vote at the Share Scheme Meeting. Holders of Listed Warrants as at 7:00pm (Sydney time) on Thursday, 21 May 2026 will be eligible to vote at the Warrant Scheme Meeting. Bank New York Mellon acting as Depositary has set the record date for the ADS Holders’ entitlement to vote at the Share Scheme Meeting as 13 May 2026.

All holders of Listed Warrants are encouraged to vote by attending the Warrant Scheme Meeting online or in person or by attorney or corporate representative, or alternatively by completing and ensuring the proxy form accompanying the Scheme Booklet is received by no later than 10:00am (Sydney time) on Thursday, 21 May 2026. All Shareholders are encouraged to vote by attending the Share Scheme Meeting in person or by attorney or corporate representative, or alternatively by completing and ensuring the proxy form accompanying the Scheme Booklet is received by no later than 10:00am (Sydney time) on Wednesday, 27 May 2026.

Shareholders and Listed Warrantholders are also advised that the notice of meeting for the Scheme Meetings are set out in Annexure H and Annexure I of the Scheme Booklet, respectively. These notices provide further details regarding the process for voting on the resolution to be considered at each Scheme Meeting.

Independent Expert’s Report and Directors’ Recommendation

The Scheme Booklet includes a copy of the Independent Expert Report prepared by RSM Corporate Australia Pty Ltd (ABN 82 050 508 024) (Independent Expert), which concludes that the Share Scheme is in the best interests of Shareholders and the Warrant Scheme is in the best interests of Listed Warrantholders. The conclusion of the Independent Expert should be read in the context of the full Independent Expert’s report (which is included at Annexure A of the Scheme Booklet) and the Scheme Booklet.

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

The Directors of Nova Minerals continue to unanimously recommend that:

●	Shareholders vote in favour of the Share Scheme at the Share Scheme Meeting, subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interests of Shareholders; and
●	Listed Warrantholders vote in favour of the Warrant Scheme at the Warrant Scheme Meeting, subject to the Independent Expert continuing to conclude that the Warrant Scheme is in the best interests of the Listed Warrantholders.

Subject to those same qualifications, each Director of Nova Minerals intends to vote, or cause to be voted, all Nova Minerals shares or Nova Minerals listed warrants held or controlled by them at the time of the Scheme Meetings in favour of the Share Scheme and Warrant Scheme (as applicable).

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.

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).

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

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 2

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EX-99.1 22.9 KB
• EX-99 GRAPHIC 55.9 KB
• EX-99 GRAPHIC 2.2 KB