NVAWW · Nova Minerals Limited

Nova Minerals Limited has secured a critical milestone in its proposed redomiciliation from Australia to the United States through schemes of arrangement. The Supreme Court of New South Wales has approved the convening of separate Scheme Meetings for shareholders (including ADS Holders) and Listed Warrantholders on May 29, 2026, at Ashurst Australia's Sydney offices, with online participation options. This first court hearing also authorizes dispatch of the Scheme Booklet, containing the Independent Expert's report by RSM Corporate Australia Pty Ltd, which deems both the Share Scheme and Warrant Scheme fair and in the best interests of respective stakeholders. Nova Minerals' directors unanimously endorse voting yes, contingent on the Expert's ongoing support. Upon approval and implementation, Nova Minerals Corp (US Holdco), a new Nevada corporation, will acquire all issued ordinary shares and listed warrants. Consideration includes ASX-listed US Holdco CDIs for ASX shareholders (except ineligible foreign and small parcel holders), NYSE-listed US Holdco Shares for OTC and Nasdaq ADS holders (with specific ratios), and new NYSE-listed warrants for existing Nasdaq warrantholders. Small parcel holders (under A$500) and ineligible foreign shareholders face a sale facility for their CDIs, with opt-out available. Voting eligibility is tied to specific record dates, with detailed instructions for in-person, online, and proxy voting across holder types. The Scheme Booklet, to be registered with ASIC and posted on the company website, provides full details including notices in Annexures H and I. This positions US Holdco as the new parent entity, streamlining the group's structure for US operations while maintaining exchange listings.