Nova Minerals Ltd SEC Filings

Nova Minerals Limited has signed a Scheme Implementation Deed with newly formed Nevada-based Nova Minerals Corp to pursue a redomiciliation from Australia to the United States. The move is intended to address the expected loss of foreign private issuer status and align listings with U.S. domestic issuer rules.

Under two court-approved schemes, US Holdco will acquire all Nova shares and listed warrants, issuing US Holdco common stock and warrants in return. ASX shares will be swapped 1:1 for Chess Depositary Interests representing 1/12 of a US Holdco share, while 12 OTC shares will convert into 1 US Holdco share. After completion, Nova will delist from ASX and Nasdaq, with US Holdco CDIs trading on ASX and shares and warrants expected to trade on the NYSE.

The board will unanimously recommend the schemes, subject to an independent expert concluding they are in the best interests of shareholders and warrant holders. Reasons for redomiciliation include better access to U.S. capital markets, closer alignment with Nova’s Alaska-focused operations, and greater potential for U.S. government funding. A Scheme Booklet with full details is expected to be mailed in late April 2026, and a planned acquisition of the remaining 15% of the Estelle Project has been deferred until after the redomiciliation.

Nova Minerals Limited filed a Form 6-K to share a detailed response to a short-seller report and to reiterate key financial and project facts. The company states it views short selling as a legitimate part of markets but urges investors to rely on its official ASX and SEC disclosures.

Nova highlights that many issues raised about Alaska’s climate, infrastructure, and prior claim holders are longstanding, well-disclosed factors and not new risks to its Estelle Gold and Critical Minerals Project. It emphasizes a US$43.4 million U.S. Department of War award supporting a domestic antimony supply chain, with remaining grant funds and progress toward first production targeted for late 2026/2027.

The company reports being well funded with over A$106 million in available resources, including A$59.2 million in cash, remaining grant funds, liquid investments, and no debt. Nova also defends its investment track record with large realized and unrealized gains in several holdings and addresses questions raised about a consulting geologist by noting it holds his diploma and that he is a long‑standing member of a recognized professional body.

Nova Minerals Limited plans a major corporate reorganization as it prepares to lose its foreign private issuer status on 1 July 2026. The company intends to redomicile to the United States via a court- and shareholder-approved scheme, while keeping its existing ASX and Nasdaq listings and preserving investor ownership through CDIs and common stock.

Nova also plans to acquire the remaining 15% interest in its flagship Estelle Gold and Critical Minerals Project in Alaska, aiming for 100% ownership to support funding and progression toward construction and production. As part of this shift, long‑serving CFO Michael Melamed has given notice to resign effective 30 April 2026 while the company recruits a U.S.-based CFO with mining and U.S. GAAP experience.

Nova Minerals Limited filed a Form 6-K furnishing its quarterly activities and cashflow report for the quarter ended December 31, 2025. The company highlights a US$43.4 million (A$65.5 million) non-dilutive Defense Production Act Title III award from the U.S. Department of War, which fully funds stage 1 antimony production and establishment of a U.S. domestic antimony supply chain from its Estelle Project in Alaska. Nova also completed an underwritten Nasdaq capital raise of approximately US$20 million and a 5-for-1 forward split of its Nasdaq-listed ADSs. As of quarter end, the company had access to over A$106 million in funding, including A$59.2 million in cash and US$30.4 million (A$45.3 million) remaining from the DoW award, with no debt. Operating cash outflow was A$2.7 million for the quarter, while substantial investing inflows were driven by receipt of A$19.6 million in DoW grant cash.

Nova Minerals Limited has reported that Executive Director Louie Simens has resigned from the Board for personal reasons, effective January 27, 2026 (Australia time). The company states that his resignation as a director was not due to any disagreement regarding its operations, policies, or practices. Mr. Simens joined the Board in December 2017 and has served in several roles, including interim Executive Chairman during key phases of advancing the Estelle Gold and Critical Minerals Project and other strategic initiatives.

The Board, through Chairman Richard Beazley, publicly thanked Mr. Simens for his significant contribution and noted that he supports the company’s strategy going forward. Nova Minerals describes itself as a gold, antimony and critical minerals exploration and development company focused on the Estelle Project in Alaska, which covers 514 km² of State mining claims and hosts multiple prospects along a 35 km mineralized corridor, including two defined multi-million-ounce resources.

Nova Minerals Limited reports new shallow drilling results from the Korbel Main Deposit at its Estelle Gold and Critical Minerals Project in Alaska, confirming a near-surface higher-grade core that could support a starter pit. The work targets part of Korbel Main’s pit-constrained resource of 275 Mt at 0.3 g/t gold for 2.70 Moz within the broader Korbel Gold Deposit, which totals 4.05 Moz including the Cathedral Deposit.

The 2025 reverse circulation program drilled 14 short holes and returned intercepts such as 19 metres at 0.6 g/t gold from surface, 25 metres at 0.5 g/t from 1 metre, and 22 metres at 0.7 g/t from surface, with grades locally up to 1.2 g/t. Nova highlights the potential for a pilot starter pit of about 250 metres by 80 metres by 20 metres to supply material for ore sorting, building on prior test work where 0.4 g/t material was upgraded to over 6 g/t, which could lower processing costs and increase production. The company notes that, at gold prices around US$4,600/oz, the combined Korbel resource is expected to be important to the ongoing feasibility study and overall Estelle project economics.

Nebari Gold Fund 1, LP and its general partner Nebari Partners GP II, LLC report beneficial ownership of 27,390,638 ordinary shares of Nova Minerals Limited, representing 6.82% of the outstanding ordinary shares based on 401,501,417 shares outstanding as reported by the ASX. All reported shares reflect ordinary shares underlying American Depositary Shares (CUSIP 66982D104). The filing shows no sole voting or dispositive power; voting and dispositive power is shared by the reporting persons. The statement affirms the holdings were not acquired to change control of the issuer.

Nova Minerals Limited (NVAWW) filed a Form 20-F reporting a loss and continued exploration activity. The company recorded an annual loss of A$11,099,171 and used A$7,640,379 of cash in operating activities. Cash and cash equivalents at 30 June 2025 included A$9,083,315 and the company received gross proceeds of A$10.85 million from the sale of its 6.6 million Snow Lake Resources shares. Issued capital movements include shares issued on conversion of Nebari debt (A$13,076,290 fair-value extinguishment) and proceeds from share issuances (e.g., A$8,472,091). Exploration drilling results and grade intervals are disclosed (multiple intercepts up to 25.3 g/t Au). Management states the ability to continue as a going concern depends on obtaining additional funding.

Nova Minerals Limited has submitted a Form 6-K to provide investors with access to its latest Sustainability Report. The company states that on September 19, 2025 it filed this Sustainability Report with the Australian Securities Exchange, and the same document is included with the Form 6-K as Exhibit 99.1. The report is being furnished, not filed, which means it is not subject to certain U.S. liability provisions and will only be incorporated into other U.S. securities filings if specifically referenced.