Nova Minerals Plans US Redomiciliation, NYSE Primary Listing and ASX CDI Structure

NVANVA

Nova Minerals signed a Scheme Implementation Deed to redomicile to Nevada and pursue a primary NYSE listing, delisting from ASX and Nasdaq while maintaining ASX CDIs. The company deferred its planned 15% Estelle Project stake acquisition and identified a 1.5km-by-800m gold-copper anomaly at West Wing.

1. Scheme Implementation Deed and Redomiciliation

Nova Minerals entered into a Scheme Implementation Deed with a newly formed Nevada holding company to transfer its jurisdiction from Australia to the United States. Upon completion of two court-approved schemes of arrangement, the company will delist its shares and warrants from ASX and Nasdaq and list common shares and warrants on the NYSE.

2. Exchange Structure and Share Conversions

Under the schemes, ASX ordinary shareholders will receive one CDI representing 1/12 of a Nova Minerals Corp share for each existing share. US OTC and Nasdaq ADS holders will convert 12 existing shares or one ADS into one Nova Minerals Corp share, while existing warrants will convert to new US-domiciled warrants on substantially identical terms.

3. Board Support, Timing and Estelle Stake Deferral

The board has appointed an independent expert and plans to unanimously recommend the transaction, with a scheme booklet due in late April and no immediate action required from securityholders. Nova has deferred its previously planned acquisition of the remaining 15% interest in the Estelle Project until after the redomiciliation process is complete.

4. Exploration Update at Estelle West Wing

Recent rock and soil sampling at the West Wing prospect revealed a large gold-copper surface anomaly measuring approximately 1.5 kilometres by 800 metres. This feature ranks among the most significant geochemical anomalies identified in the Estelle district to date and will guide follow-up exploration planning.

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