Nova Minerals (NVA) seeks investor approval on share and warrant schemes
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.
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Insights
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
Key Terms
Warrant Scheme Meeting regulatory
Independent Expert financial
Scheme Booklet regulatory
ADS Holders financial
critical mineral antimony technical
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 |