Nova Minerals shareholders and Nasdaq warrantholders overwhelmingly approved schemes to restructure the company under a new US holding entity, pending final court approval.
- Over 98% shareholder approval for Share Scheme
- Nearly 90% warrantholder support for Warrant Scheme
- Supreme Court hearing set for 2 June 2026
- Implementation expected 16 June with ASX delisting
- New US Holdco to list on NYSE and ASX
Shareholders and Warrantholders Deliver Strong Mandate
Nova Minerals Limited (ASX:NVA, NASDAQ: NVA) secured overwhelming backing from its shareholders and Nasdaq-listed warrantholders for a major restructuring that will shift its corporate domicile to the United States. At meetings held on 29 May 2026, 98.88% of shareholder votes cast supported the Share Scheme, while 99.89% of beneficial warrantholders voted in favour of the Warrant Scheme. These results clear a crucial hurdle for the company’s plan to have Nova Minerals Corp (US Holdco) acquire all issued shares and warrants, effectively becoming the new US holding entity for the group.
Next Steps Hinged on Court Approval and Conditions
The schemes still require formal approval from the Supreme Court of New South Wales, with a hearing scheduled for 9:15am on 2 June 2026. The court’s blessing is a condition precedent, alongside confirmation from the independent expert that the schemes remain in the best interests of shareholders and warrantholders. Provided these conditions are met or waived, the company anticipates implementing the schemes on 16 June 2026. This will trigger the delisting of Nova Minerals from the ASX and the admission of US Holdco shares and warrants to both the ASX and the New York Stock Exchange.
Timing and Market Impact of the Restructure
The transition timeline is tightly scheduled: the effective date of the schemes and last day of trading for existing Nova Minerals securities on ASX and Nasdaq is 3 June 2026. Following record date entitlements on 9 June, the implementation date on 16 June will see US Holdco securities commence trading, with ASX trading expected to settle normally from 17 June. This dual-listing approach aims to maintain liquidity and investor access in both Australian and US markets.
Strategic Context of the Move
Nova Minerals is advancing one of the world’s largest undeveloped gold deposits at its Estelle Project in Alaska, alongside a critical minerals strategy supported by a US$43.4 million Department of War award to develop a domestic antimony supply chain. The restructuring aligns the company closer to its key operational jurisdiction and investor base, potentially unlocking new capital and market opportunities. This move follows detailed preparations including the dispatch of the Scheme Booklet and amendments to warrant terms, designed to smooth the transition to the US holding structure.
Bottom Line?
The final court decision on 2 June will be pivotal, setting the stage for Nova Minerals’ US re-domiciliation and dual listing in mid-June.
Questions in the middle?
- Will the Supreme Court approve the schemes without modifications?
- How will the new US Holdco structure affect liquidity and investor relations?
- What are the implications for Nova’s strategic funding and development timeline?