Nova Minerals Ltd (ASX:NVA, NASDAQ:NVA, OTC:NVAAF, FRA:QM3) has entered into a Scheme Implementation Deed (SID) with a newly incorporated Nevada holding company, Nova Minerals Corp, as it advances plans to redomicile to the United States and pursue a primary listing on the New York Stock Exchange (NYSE).
The company intends to maintain a secondary listing on the ASX via CHESS Depositary Interests (CDIs).
The proposed redomiciliation will be implemented through two concurrent court-approved schemes of arrangement – a Share Scheme and a Warrant Scheme. Upon completion, Nova plans to delist from both the ASX and Nasdaq, with Nova Minerals Corp shares and warrants expected to trade on the NYSE and CDIs trading on the ASX.
Exchange structure
Under the proposal:
- ASX-listed ordinary shareholders will receive 1 CDI (representing a beneficial interest in 1/12 of a Nova Minerals Corp share) for each Nova share held.
- US OTC ordinary shareholders will receive 1 Nova Minerals Corp share for every 12 Nova OTC shares.
- Nasdaq ADS holders, where each ADS represents 12 Nova ordinary shares, will receive 1 Nova Minerals Corp share per ADS.
- Nasdaq-listed warrant holders will receive replacement Nova Minerals Corp warrants on substantially the same terms.
- The redomiciliation is not expected to result in material changes to its assets, management, operations or overall strategy.
Board support and timing
The board has appointed an independent expert to assess whether the schemes are in the best interests of shareholders and warrant holders. Subject to a positive conclusion, directors intend to unanimously recommend that securityholders vote in favour of the proposal and plan to vote their own holdings accordingly.
A key driver for the move is the anticipated loss of Nova’s foreign private issuer status from July 1, 2026, with the company aiming to reduce potential compliance conflicts between ASX requirements and US domestic issuer obligations.
A scheme booklet is expected to be dispatched in late April 2026, and the company said securityholders are not required to take any action at this stage.
Separately, Nova has deferred its previously flagged plan to acquire the remaining 15% interest in the Estelle Project until after completion of the redomiciliation process, citing timing considerations and independent valuation requirements.
Nova identifies large gold-copper anomaly at Estelle’s West Wing prospect
On the exploration front, Nova recently identified a large-scale gold-copper anomaly measuring about 1.5 kilometres by 800 metres at its West Wing prospect within the flagship Estelle Gold and Critical Minerals Project in Alaska.
The company said the target was defined from rock and soil sampling completed during the 2025 field season and ranks among the most significant surface geochemical anomalies generated across the wider Estelle district to date.