Nova Minerals Registers Scheme Booklet with ASIC for US Re-domiciliation and Implicit 1:12 Share Consolidation

summarizeSummary

Nova Minerals Ltd has registered its Scheme Booklet with ASIC, a key procedural step for its proposed re-domiciliation to the United States, which involves an implicit 1:12 share consolidation and new listings on NYSE and ASX.

check_boxKey Events

• Scheme Booklet Registered with ASIC

  The Scheme Booklet for the proposed re-domiciliation to the United States has been formally registered with ASIC on April 22, 2026, detailing the terms of the corporate restructuring.

• Implicit 1:12 Share Consolidation

  The Share Scheme involves an effective 1:12 share consolidation, where 12 existing Nova Minerals shares will convert into one US Holdco share or equivalent CDIs, significantly altering the capital structure.

• Warrant Exchange and New Listings

  Existing Nasdaq-listed warrants will be exchanged for new US Holdco listed warrants on the NYSE. Nova Minerals Corp will establish a primary listing on the NYSE and a secondary listing for its CDIs on the ASX, replacing Nova Minerals' current dual listings.

• Strategic Re-domiciliation Rationale

  The re-domiciliation aims to address the loss of Foreign Private Issuer (FPI) status, improve access to US capital markets, align the corporate structure with US operations, and enhance opportunities for US government funding.

auto_awesomeAnalysis

Nova Minerals Ltd has formally registered its Scheme Booklet with the Australian Securities and Investments Commission (ASIC), a critical procedural step for its proposed re-domiciliation to the United States. This follows previous announcements regarding the re-domiciliation and court approval to convene the scheme meetings. The re-domiciliation will transform Nova Minerals Ltd (an Australian company) into Nova Minerals Corp, a Nevada-incorporated entity, and involves a significant corporate restructuring.

Under the proposed Share Scheme, existing Nova Minerals shares will be exchanged for new US Holdco shares or CHESS Depositary Interests (CDIs). This exchange effectively implements an implicit 1:12 share consolidation, meaning 12 existing Nova Minerals shares will convert into one US Holdco share (or one US Holdco CDI representing 1/12th of a US Holdco share). The Warrant Scheme will also see existing Nasdaq-listed warrants exchanged for new US Holdco listed warrants, with adjusted terms to reflect the new capital structure. Nova Minerals will delist from the ASX and Nasdaq, with Nova Minerals Corp establishing a primary listing on the New York Stock Exchange (NYSE) and a secondary listing for its CDIs on the ASX.

The company's rationale for this move is to address the loss of its Foreign Private Issuer (FPI) status, which would otherwise lead to conflicting regulatory requirements for its dual primary listings. The re-domiciliation is also expected to improve access to lower-cost US equity capital, align the corporate structure with its core US operations (Estelle Project in Alaska), and increase opportunities for US government grants and a broader US investor base. While the Independent Expert concluded the schemes are in the best interest of shareholders and warrant holders, the transaction involves implementation costs of approximately A$2.3 million and introduces new legal and tax considerations under US jurisdiction, along with increased litigation risk. Shareholder and warrant holder meetings are scheduled for May 29, 2026, with implementation expected by June 16, 2026.