NVAWW · Nova Minerals Limited

Nova Minerals Limited has initiated the final stages of its redomiciliation from Australia to the United States through schemes of arrangement, dispatching the Scheme Booklet on April 28, 2026, to all relevant security holders. This pivotal step enables shareholders and warrantholders to review detailed information, including the Independent Expert's report from RSM Corporate Australia Pty Ltd, which affirms that the Share Scheme benefits shareholders (including ADS holders) and the Warrant Scheme benefits listed warrantholders. Directors unanimously endorse voting in favor, conditional on the expert maintaining this view, and intend to vote their own holdings accordingly. The Scheme Meetings on May 29, 2026, at Ashurst Australia offices in Sydney and online, represent the critical shareholder approval juncture. Post-approval, Nova Minerals Corp (US Holdco), a new Nevada corporation, will issue consideration: 1:1 US Holdco CDIs on ASX for ASX shares (excluding small parcel and ineligible foreign holders), 1:12 US Holdco Shares on NYSE for OTC shares, 1:1 Shares for Nasdaq ADSs, and 3:1 Warrants for existing warrants. A sale facility addresses small parcels under A$500 and ineligible foreigners, with opt-out available. The timetable targets court approval by June 2, effective date June 3, record date June 9, and implementation June 16, coinciding with ASX delisting and NYSE admission. This restructuring aims to align the company's domicile with its primary US operations in Alaska's Tintina Gold Belt, potentially enhancing access to US capital markets while maintaining ASX CDI trading.