📜 What This Document Is 📄

This announcement is an update on a major corporate event: Nova Minerals Ltd's proposed redomiciliation (or move) from Australia to the United States. In simple terms, the company is changing its legal home to facilitate listing its shares and warrants on a major US exchange, the NYSE.

The filing details the two necessary legal instruments—the Share Scheme and the Warrant Scheme—which are structured as schemes of arrangement. These schemes outline the replacement process for current shareholders and warrant holders, making the move legally binding and providing clear instructions on what happens next.

👉 Why it matters: This process is massive. It changes the company's parent legal structure (it will become US Holdco, a Nevada corporation) and is designed to create a smoother pathway for trading and investment in the US market.

🏢 What Nova Minerals Does ⛏️

Nova Minerals is an exploration and development company focused on critical minerals in Alaska. Their primary focus is the highly prospective Estelle Project.

The Estelle Project covers 514 km² of mining claims in the State of Alaska, USA. This area is part of the prolific Tintina Gold Belt, known for massive gold and antimony deposits.

• Core Minerals: The company focuses on Gold, Antimony, and other Critical Minerals.
• The Deposit: The project includes multiple mining complexes across a 35 km mineralized corridor, featuring over 20 advanced Gold and Antimony prospects.
• Scale: The local area has an estimated gold endowment of over 220 million ounces (Moz).

👉 In simple terms: Nova Minerals is hunting for high-value gold and antimony in Alaska and is organizing its corporate structure to best take advantage of that discovery on global exchanges.

🏛️ The Redomiciliation Plan 🇺🇸

The entire purpose of the schemes is for Nova Minerals to move its parent entity from Australia to the United States. This transition will be managed by a newly formed corporation called US Holdco, which is incorporated in the state of Nevada.

Under the new structure, US Holdco will become the parent entity of the Nova Minerals group.

The transition involves two separate mechanisms:

1. Share Scheme: For existing ordinary shareholders (ASX and OTC holders).
2. Warrant Scheme: For holders of listed warrants.

When the schemes complete, the goal is to have the company listed on the New York Stock Exchange (NYSE).

📝 Independent Expert and Court Approval ✅

The complex financial and legal changes are underpinned by external validation, which adds legitimacy and safety for investors.

• Court Approval: The Supreme Court of New South Wales has approved the process, allowing the company to dispatch the explanatory materials (the Scheme Booklet) and convene the necessary shareholder meetings.
• Independent Expert's Opinion: RSM Corporate Australia Pty Ltd acted as the Independent Expert. They have provided a crucial conclusion that both the Share Scheme and the Warrant Scheme are in the best interests of the respective shareholders and warrant holders.

👉 Why it matters: This isn't a simple internal decision. Having the courts and independent experts approve the plans provides a high level of assurance to investors that the deal is fair and legally sound.

🤝 Share Consideration Mechanics 🎟️

The Share Scheme dictates how current ordinary shareholders will receive compensation for their shares. The consideration (the payment) changes based on how the shareholder currently holds their shares.

• ASX Shareholders: Those holding shares listed on the ASX will receive one US Holdco CDI (Chess Depositary Interest) for every one Nova Minerals ASX listed share held on the Record Date.
• OTC Shareholders: Those holding OTC quoted shares will receive one US Holdco Share for every 12 OTC quoted Nova Minerals shares held on the Record Date (this number is rounded up).
• NASDAQ ADS Holders: Holders of Nasdaq listed American Depositary Receipts (ADRs) will receive one US Holdco Share listed on the NYSE for every one Nasdaq listed Nova Minerals ADS held.
• Warrant Holders: Instead of being converted into Nova Minerals ADSs, listed warrant holders will receive new warrants issued by US Holdco, entitling them to US Holdco Shares upon exercise.

📉 Small & Ineligible Holders Rules 📐

The filing addresses two specific groups who may need different treatment, which is critical for understanding potential liquidity and proceeds.

• Ineligible Foreign Holders: This applies to shareholders whose address is outside a select list of approved jurisdictions (Australia, Belgium, Israel, New Zealand, Panama, UK, US).
• Small Parcel Holders: These are non-ineligible shareholders who hold less than A$500 worth of shares.
• The Solution: For these specific groups, the company proposes a "sale facility." Instead of receiving direct share consideration, the CDIs (the equivalent of the shares) will be issued to a sale agent, who will then sell them on the ASX within 90 business days. Nova Minerals’ Australian share registry will then send the pro-rata share of the sale proceeds to the individual.

👉 The Takeaway: This structured process ensures that even those who don't fit the main criteria still have a clear path to receiving value from the redomiciliation.

📅 Key Dates and Timetable 🗓️

The document provides a highly detailed, indicative timetable for the entire process, spanning from April 2026 to June 2026.

• Documentation Available: The Scheme Booklet is expected to be dispatched on or before Tuesday, 28 April 2026.
• Voting Period: Shareholders and warrant holders must finalize voting instructions by specific deadlines in May 2026 (e.g., Share Scheme Proxy Form deadline is 10:00 am Sydney time on Wednesday, 27 May 2026).
• Share Scheme Meeting: Scheduled for Friday, 29 May 2026, at 10:00 am (Sydney time).
• Court Approval & Effectiveness: The Supreme Court hearing is scheduled for Tuesday, 2 June 2026. The Schemes become effective on Wednesday, 3 June 2026.
• The Goal: The ultimate goal is the Implementation Date on Tuesday, 16 June 2026, which is when the shares and warrants are expected to transition, followed by the listing of US Holdco on the NYSE the same day.

✨ Directors’ Recommendation and Guidance 🙏

The Nova Minerals Board of Directors has unanimously recommended that all shareholders and listed warrant holders vote in favour of both the Share Scheme and the Warrant Scheme.

• Board Alignment: Each director also stated their intention to vote all Nova Minerals shares and warrants they hold in favour of the Schemes.
• Guidance: The Directors' recommendation is explicitly subject to the Independent Expert continuing to conclude that both schemes are in the best interest of the respective groups.

👉 What this signals: The entire board is fully aligned behind this strategic move, signaling commitment to the U.S. listing and corporate structure.

📞 How to Access Information ℹ️

For shareholders, ADS holders, and listed warrant holders, detailed information is contained within the Scheme Booklet.

• Dispatch: The booklet is expected on or before Tuesday, 28 April 2026.
• Website: Information will be available on Nova Minerals’ website: https://novaminerals.com.au/.
• Contact Line: For further questions, investors can call the Information Line at 1300 103 392 (within Australia) or +61 2 9068 1925 (outside Australia).

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🧠 The Analogy 🧩

Think of Nova Minerals' redomiciliation like moving a successful, unique local bakery (the old Australian structure) to a major, recognized national shopping district (the US market). The bakery is great, but to sell to the biggest customers (global investors), it needs the prestigious address and official status of the big district. The Schemes of Arrangement are the elaborate moving contracts that promise every current customer (shareholder) they will get an equivalent, if not better, voucher (the US Holdco Share) to use at the new address, and the Independent Expert acts as the city planner, guaranteeing the move is smooth and legally compliant.

🧩 Final Takeaway 🌠

Nova Minerals is executing a complex, board-backed corporate maneuver to shift its parent company to the US to achieve a major NYSE listing. This is a multi-step process involving new structures (US Holdco) and specific exchange mechanics (Share/Warrant Schemes) that must be executed by June 2026.