🧾 What This Document Is

This is a 6-K filing, which international companies listed on U.S. exchanges use to report major news to the SEC. This specific filing announces a change to the paperwork for Nova Minerals' plan to move its official corporate home ("redomicile") from Australia to the United States. It's an update, not the final deal.

👉 In simple terms: It’s like telling the SEC, "Remember that move we planned? We had to adjust one small part of the deal for our warrant holders to get it approved."

🏢 What The Company Does

Nova Minerals is a mining company. They are developing the Estelle Gold and Critical Minerals Project in Alaska. They focus on two main things: gold and antimony (a critical mineral used in batteries and defense tech).

👉 In simple terms: They are a gold and antimony miner in Alaska, with a major project called Estelle. Getting a U.S. corporate home helps them secure U.S. funding and align with their U.S. operations.

🤝 The Deal: Redomiciliation Update

The core plan is to leave the Australian Securities Exchange (ASX) and become a U.S. company listed on the NYSE. This is called a "redomiciliation" or "scheme of arrangement."

• The Change: An amendment was made on March 31, 2026 to the main deal document.
• What Changed: The exchange ratio for Nova's Nasdaq-listed warrants. Originally, 1 old warrant would become 1 new warrant in the U.S. company. Now, 1 old warrant will become 3 new warrants.
• Why It Changed: This increase was necessary to meet the listing rules of the NYSE for the new warrants.

🔍 The Details: Why the Ratio Increased

This is a technical but important fix. Stock exchanges have specific rules about the price and terms of listed securities to ensure a fair and orderly market.

👉 Why it matters: The NYSE essentially said the original terms wouldn't work for their listing requirements. Nova and its new U.S. entity ("US Holdco") agreed to adjust the deal to 3-for-1 to satisfy the exchange and get the move approved. This is a procedural hurdle, not a change to the core project.

⚖️ Big Picture & Implications

• 👍 Strength: The company is actively working to complete its strategic shift to the U.S., which could unlock better access to capital and align with its Alaskan operations and U.S. government funding (like the $43.4 million award for antimony).
• ⚠️ Risk: Redomiciliation deals are complex and involve multiple regulatory and shareholder approvals. Changes like this show the process is still in motion and subject to negotiation with third parties like the NYSE. Nothing is final until the scheme is implemented.

📅 What's Next

The company states that "security holders are not required to take any actions at this time." The next major steps will be securing final shareholder approval and meeting all regulatory conditions to implement the scheme. The amended agreement is attached to the filing as Exhibit 2.1.

🧠 The Analogy

Imagine you’re planning to move your family from one house (Australia) to a new, better-equipped house (United States). The new house has a strict homeowners' association (the NYSE). You had an agreement with your kids about how they could divide up their old toys (the warrants) when you move. The HOA says that agreement won't work under their rules. So, you adjust the deal to give the kids more of the new toys (3-for-1) to satisfy the HOA and keep your move on track.

📇 Key Contacts & People

• Christopher Gerteisen - CEO and Executive Director
  • E: [email protected]
• Annalise Batchelor - Sodali & Co Investor Relations & Media
  • E: [email protected]
  • M: +61 432 312 807
• Cameron Gilenko - Sodali & Co Investor Relations & Media
  • E: [email protected]
  • M: +61 466 984 953
• Corporate Address (Australia): Suite 5, 242 Hawthorn Road, Caulfield, VICTORIA 3161, Australia
• Phone: +61 3 9537 1238
• Website: www.novaminerals.com.au

🧩 Final Takeaway

This filing is a procedural update to Nova Minerals' planned move to the U.S. The change—tripling the warrant exchange ratio—is a technical fix required by the NYSE, not a sign of project trouble. The complex redomiciliation process continues, with no action needed from investors yet.