NVAWW · Nova Minerals Limited

Nova Minerals Limited has advanced its proposed re-domiciliation to the United States through the release of the Scheme Booklet (Exhibit 2.1), registered with ASIC as detailed in Exhibit 99.1. The transaction involves two schemes of arrangement: the Share Scheme, under which US Holdco (Nova Minerals Corp, incorporated in Nevada) acquires all Nova Minerals shares, issuing equivalent US Holdco Shares to NYSE/OTC/Nasdaq ADS holders (ratios: 1:1 for ADS, 1:12 for OTC shares rounded up) and US Holdco CDIs to ASX holders; and the Warrant Scheme, exchanging Nasdaq-listed warrants at a 1:3 ratio for new US Holdco Listed Warrants on NYSE. This maintains shareholders' and warrantholders' economic interests while shifting the primary listing from ASX/Nasdaq to NYSE (ticker NVA), with ASX secondary listing via transmutable CDIs. Directors unanimously endorse both schemes, supported by the Independent Expert's conclusion that they are in the best interests of respective holders, with directors and officers holding 7,807,127 shares intending to vote in favour. Key features include a Sale Facility for small parcel holders (under A$500 marketable parcel) and handling for ineligible foreign shareholders. Implementation hinges on scheme meetings, court approval, and conditions like NYSE listing (or Nasdaq fallback due to market volatility). No changes to operations, management, or strategy are anticipated, but benefits cited include resolving ASX/US listing conflicts post-July 2026. Risks, tax implications (US federal and Australian), and governance comparisons are detailed, emphasizing investor review before voting.