Nova Minerals Ltd (ASX:NVA, NASDAQ:NVA, OTC:NVAAF, FRA:QM3) is preparing to shift its corporate home to the United States in a move that reflects both the changing makeup of its shareholder base and the company’s growing ambitions as a US-focused gold and critical minerals developer.
The proposed redomiciliation would see Nova Minerals reorganise under a new US-incorporated parent company, expected to be named Nova Minerals Corp., while retaining its dual ASX and Nasdaq listings — a structure the board says better aligns the company’s ownership, assets and future funding strategy as it advances its flagship Estelle project in Alaska.
The company says the move — triggered by Nova’s loss of US foreign private issuer (FPI) status from mid-2026, following a surge in US share ownership — opens the door to broader US institutional investment, lower-cost capital, and increased access to US government funding and potential investment, positioning Nova for its next phase of growth as it moves towards construction and production.
The corporate reorganisation is targeted for completion by the end of June, subject to shareholder and court approvals.
Shift triggered by US ownership threshold
Nova said that, as of December 31, 2025, more than 50% of its shares were held by US investors. As a result, the company will cease to qualify as an FPI at the end of the current financial year and, from July 1, 2026, will be required to comply with US securities laws applicable to domestic issuers.
The board believes redomiciling to the US is the most practical way to avoid potential conflicts between US domestic issuer requirements and ASX listing rules, which could otherwise complicate the ongoing trading of ASX securities and Nasdaq-traded instruments.
Under the proposed structure, ASX investors are expected to hold CHESS Depositary Interests (CDIs) representing beneficial ownership in the US parent company, while Nasdaq American Depositary Share (ADS) holders are expected to receive common stock in the new US-domiciled entity. Nova said shareholders are not required to take any action at this stage, with further details to be provided in a Scheme booklet.
Access to capital and US funding opportunities
Beyond regulatory alignment, Nova expects the redomiciliation to improve access to lower-cost US equity capital, broaden its appeal to US institutional investors — including ETFs and index funds — and enhance eligibility for potential US government grants, funding and investment.
CEO Christopher Gerteisen said the growing US ownership of the register created an opportunity to unlock these benefits while maintaining trading continuity for existing shareholders.
“This change will enable many large institutional investors to invest in the company where this was not possible under the current ADS structure,” Gerteisen said, adding that ASX and Nasdaq shareholders are expected to continue holding and trading their securities in largely the same way.
“We are excited about the next chapter in the company’s growth and will keep the market informed as these initiatives progress,” he said.
Move to full ownership at Estelle
As part of the broader corporate reorganisation, Nova also plans to acquire the remaining 15% interest in its flagship Estelle Gold and Critical Minerals Project, giving it 100% ownership.
The project, located in Alaska, is Nova’s core development asset and hosts multi-million-ounce gold resources alongside critical minerals, including antimony. Nova said full ownership is expected to simplify funding pathways and support the project’s progression towards construction and production.
The remaining interest is largely held by parties related to Nova, including current and former directors. The company said the transaction would be subject to appropriate governance processes, including independent director oversight, shareholder approval and an independent expert’s report. Nova expects to pursue the acquisition concurrently with the redomiciliation, if agreed.
CFO transition under way
Nova also advised that chief financial officer Michael Melamed has given three months’ notice of his resignation, effective April 30, 2026, as the company begins a formal search for a US-based CFO with experience in US mining operations and US GAAP accounting.
Melamed has served as CFO since July 2015 and oversaw Nova’s financial management during a significant growth phase, including the advancement of Estelle. The board thanked him for his contribution and said arrangements are in place to ensure continuity of financial oversight during the transition.
Nova said it will continue to update the market as the proposed redomiciliation, project ownership consolidation and executive transition progress.