Nova Minerals Registers Scheme Booklet and Triples Warrant Exchange Ratio

ASIC Registers Scheme Booklet for US Move

Nova Minerals Limited (ASX:NVA) has reached a key milestone in its plan to re-domicile from Australia to the United States, with the Australian Securities and Investments Commission (ASIC) registering the Scheme Booklet related to the proposed schemes of arrangement. The booklet outlines the terms under which shareholders and listed warrant holders will vote on the corporate restructure that shifts the company’s legal base to Nevada.

The Scheme Booklet, expected to be dispatched to shareholders and warrant holders around 28 April 2026, is a critical step toward finalising the re-domiciliation. It will be sent to holders of ASX-listed shares, Nasdaq-listed American Depositary Shares (ADS), OTC-quoted shares, and Nasdaq-listed warrants. The company has urged stakeholders to review the document thoroughly before voting.

Warrant Terms Amended to Align with US Structure

Alongside the Scheme Booklet registration, Nova Minerals executed an Amendment Deed to the Scheme Implementation Deed dated 3 March 2026. This deed notably modifies the warrant arrangements underpinning the re-domiciliation. The key change is the tripling of the warrant exchange ratio: for each existing Scheme Warrant, warrant holders will receive three new warrants in Nova Minerals Corp, the new US entity.

This adjustment aligns the warrant terms with the requirements of the Nasdaq and NYSE listing regimes and reflects a strategic recalibration of the company’s capital structure ahead of the move. The exercise price and number of shares issuable upon warrant exercise will correspond to the equivalent terms of the replaced warrants, ensuring consistency for investors.

These changes follow the earlier announcement in March 2026 that first increased the warrant exchange ratio, a move that was designed to smooth the transition to the US market and meet regulatory expectations. The amendment deed confirms these terms and clarifies the administrative steps for issuing and registering the new warrants.

Estelle Project Remains Central Amid Corporate Changes

While the company’s corporate domicile shifts, Nova Minerals continues to focus on advancing its Estelle Project in Alaska, a significant gold and antimony exploration asset spanning 514 km2. The project hosts multiple mining complexes along a 35 km mineralised corridor, including multi-million ounce gold resources and substantial antimony prospects.

Recent exploration success at Estelle, including the discovery of a significant gold anomaly at Portage Pass, has set the stage for further drilling and development activities in 2026. This geological progress complements the corporate restructuring, positioning Nova Minerals to leverage US capital markets while advancing its resource base in the prolific Tintina Gold Belt.

Investors should note that the success of the re-domiciliation depends on shareholder and warrant holder approval of the schemes. The company has provided contact channels for stakeholders seeking further information ahead of the vote.

Nova Minerals’ strategic navigation of regulatory and capital structure hurdles highlights the complexity of cross-border listings for resource companies. The company’s next key dates will be the dispatch of the Scheme Booklet and the subsequent shareholder and warrant holder meetings to approve the re-domiciliation.

For a deeper understanding of the company’s recent exploration strides, including the new gold anomaly at Portage Pass, shareholders may find the details in the significant gold anomaly at Portage Pass particularly relevant as they consider the company’s future trajectory.