Following in from yesterday's news that Nova Minerals Ltd (ASX:NVA, NASDAQ:NVA, OTC:NVAAF, FRA:QM3) is a step closer to shifting its corporate home from Australia to the United States after the Supreme Court of New South Wales approved the convening of scheme meetings and the distribution of the scheme booklet to shareholders, ADS holders and listed warrantholders, Nova has now registered with the Australian Securities and Investments Commission (ASIC) the Scheme Booklet for its proposed re-domiciliation.
The booklet, which includes the Notice of Share Scheme Meeting, is attached to the announcement and will also be available on Nova Minerals’ website and the ASX platform.
Dispatch of the Scheme Booklet is expected on or around April 28, 2026 to ASX-listed shareholders, Nasdaq-listed ADS holders representing Nova ordinary shares, holders of OTC-quoted shares and holders of Nasdaq-listed warrants.
Propsoed move moving forward
The proposed redomicile will see newly incorporated Nevada entity Nova Minerals Corp (US Holdco) acquire all issued shares and listed warrants in Nova Minerals, becoming the new parent company of the group.
If approved and implemented, ASX-listed shareholders will receive US Holdco CDIs listed on the ASX on a 1-for-1 basis, while Nasdaq ADS holders will receive 1 NYSE-listed US Holdco share for each ADS held. OTC shareholders will receive 1 NYSE-listed US Holdco share for every 12 OTC shares held, rounded up to the nearest whole share. Nasdaq-listed warrantholders will receive 3 new NYSE-listed US Holdco warrants for each existing warrant held.
The company said the independent expert had concluded the share scheme was in the best interests of shareholders and the warrant scheme was in the best interests of listed warrantholders.
Scheme meetings are scheduled for May 29, 2026, when shareholders and warrant holders will vote on the proposed restructure. The scheme booklet is expected to be dispatched by April 28, 2026.
Next steps toward implementation
If the schemes are approved at the meetings and subsequently receive court approval, the effective date is expected to be June 3, 2026, with implementation targeted for June 16, 2026.
That timeline would see Nova Minerals delisted from the ASX on June 16, with US Holdco expected to be admitted to the NYSE the same day. Trading of US Holdco CDIs on a normal settlement basis on the ASX is anticipated to begin on June 17, while quotation of US Holdco shares and warrants on the NYSE is expected to commence promptly after implementation.
The proposed move would leave Nova with a US parent structure and a primary listing path aligned with its North American investor base and Alaskan project focus, while maintaining an ASX presence through CDIs.
The company has also outlined a sale facility for ineligible foreign shareholders and small parcel holders, although eligible small parcel holders will be able to opt out and retain their interest through US Holdco CDIs.
With court approval now secured for the next stage, investor attention is likely to turn to the May scheme meetings and the final court hearing in early June, which together will determine whether the redomicile proceeds on schedule.
Meanwhile, Nova recently outlined a potentially significant new gold anomaly at its flagship Estelle Gold and Critical Minerals Project in Alaska, with early-stage surface sampling at Portage Pass pointing to similarities with the nearby multi-million-ounce Korbel deposit.