6-K
Nova Minerals Corp (NVA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
CommissionFile Number 001-42132
NOVAMINERALS LIMITED
(Translation of registrant’s name into English)
Suite5, 242 Hawthorn Road,
Caulfield,Victoria 3161
Australia+61 3 9537 1238
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
NOVAMINERALS LIMITED
EXPLANATORYNOTE
Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of Nova Minerals Limited (the “Company”) dated June 1, 2026, titled “Results of Scheme Meetings”.
This report on Form 6-K (including the exhibit attached hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
FinancialStatements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Press Release dated June 1, 2026 |
| -2- |
| --- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOVA MINERALS LIMITED | ||
|---|---|---|
| Date:<br> June 1, 2026 | By: | /s/ Craig Bentley |
| Name: | Craig<br>Bentley | |
| Title: | Director<br>of Finance and Compliance and Director |
| -3- |
| --- |
Exhibit99.1
RESULTSOF SCHEME MEETINGS
NovaMinerals Limited (Nova Minerals or the Company) (ASX: NVA, NASDAQ: NVA, NVAWW OTC: NVAAF, FSE: QM3) is pleased to announce that its shareholders (Shareholders) and holders of Nasdaq listed warrants (Listed Warrantholders) have voted, by the requisite majorities, in favour of the proposed schemes of arrangement between Nova Minerals and its Shareholders (Share Scheme) and Nova Minerals and its Listed Warrantholders (Warrant Scheme, and together with the Share Scheme, the Schemes) pursuant to which it is proposed that Nova Minerals Corp (US Holdco), will acquire all of Nova Minerals’ issued ordinary shares and listed warrants and become the new US holding entity of the Nova Minerals Group, as previously announced by Nova Minerals to ASX on 21 April 2026.
VotingResults
In summary:
| ■ | for the Share Scheme: |
|---|---|
| ● | 98.88%<br> of the votes cast by Shareholders were in favour of the Share Scheme; |
| --- | --- |
| ● | 87.29%<br> of Nova Minerals Shareholders present, and voting (in person or by proxy, attorney or corporate<br> representative) voted in favour of the Share Scheme. |
| ■ | for the Warrant Scheme: |
| --- | --- |
| ● | 99.89%<br> of the votes cast by beneficial Listed Warrantholders were in favour of the Warrant Scheme;<br> and |
| --- | --- |
| ● | 89.31%<br> of beneficial Listed Warrantholders present, and voting (in person or by proxy, attorney<br> or corporate representative) voted in favour of the Warrant Scheme.^1^ |
In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), a detailed report of the proxies received and votes cast on the resolutions to approve the Schemes is attached to this announcement.
^1^ As Cede & Co is the sole registered Warrant Holder and holds warrants as bare nominee for The Depositary Trust & Clearing Corporaton, the beneficial holder account voting instructions cast at the meeting are shown.
| Main Operations Whiskey Bravo Airstrip <br><br> Matanuska-Susitna Borough, Alaska, USA <br><br> 1150 S Colony Way Suite 3-440, Palmer, AK 99645 | Corporate <br><br> Suite 5, 242 Hawthorn Road, <br><br> Caulfield, VICTORIA 3161, Australia <br><br> Phone +61 3 9537 1238 | www.novaminerals.com.au<br><br> <br>[email protected]<br><br> <br>ACN<br> 006 690 348<br><br> <br>**NASDAQ: NVA | ASX: NVA** |
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NextSteps
Although Nova Minerals’ Shareholder and Listed Warrantholder approval has been obtained, the Schemes remain subject to a number of conditions detailed in the Scheme Implementation Deed (a full copy of which is included as Annexure C to the Scheme Booklet, which is available on the ASX website at www.asx.com.au and on Nova Minerals’ website at https://novaminerals.com.au/), including:
| ● | the<br> Supreme Court of New South Wales approving the Schemes at a hearing currently scheduled to<br> occur at 9:15am (Sydney time) on Tuesday, 2 June 2026 (Second Court Hearing); |
|---|---|
| ● | the<br> independent expert not withdrawing or adversely modifying its conclusion that the Share Scheme<br> is in the best interest of Shareholders and that the Warrant Scheme is in the best interest<br> of Listed Warrantholders; and |
| ● | the<br> satisfaction or waiver of any remaining conditions precedent prior to the Second Court Hearing. |
Subject to these remaining conditions being satisfied or waived, implementation of the Schemes is expected to occur on Tuesday, 16 June, 2026 (see indicative timetable below).
Noticeof Second Court Hearing Date
The Second Court Hearing is currently scheduled to occur at 9:15am (Sydney time) on Tuesday, 2 June 2026 at the Supreme Court of New South Wales.
IndicativeTimetable
The key dates and times for the Schemes are as follows (Sydney time unless otherwise indicated):
| Second<br> Court Hearing for approval of the Schemes | Tuesday,<br> 2 June 2026 at 9:15am |
|---|---|
| Effective<br> date of the Schemes | Wednesday,<br> 3 June 2026 |
| Last<br> date of trading of Nova Minerals shares on ASX | Wednesday,<br> 3 June 2026 |
| Last<br> date of trading – OTC Shares, ADSs and Listed Warrants on Nasdaq | Wednesday,<br> 3 June 2026 (New York time) |
| Admission<br> of US Holdco CDIs on ASX | Wednesday,<br> 3 June 2026 |
| Record<br> date for determining entitlements to the Share Scheme consideration and Warrant Scheme consideration | Tuesday,<br> 9 June 2026 |
| Implementation<br> date for the Schemes | Tuesday,<br> 16 June 2026 |
| Delisting<br> of Nova Minerals from the official list of ASX | Tuesday,<br> 16 June 2026 |
| Admission<br> of US Holdco on NYSE | Tuesday,<br> 16 June 2026 (New York time) |
| Anticipated<br> trading of US Holdco CDIs on a normal settlement basis on ASX | Wednesday,<br> 17 June 2026 |
| First<br> day of quotation of US Holdco Shares and US Holdco Listed Warrants on NYSE | Expected<br> to commence promptly following the Implementation Date |
| Nova Minerals Limited | ASX Announcement | 2 |
| --- | --- |
Thisannouncement has been authorised for release by the Company Secretary, Ian Pamensky.
For further information regarding Nova Minerals Limited, please visit the Company’s website (www.novaminerals.com.au).
| Christopher<br> Gerteisen<br><br> CEO and Executive Director<br><br> E: [email protected] | Annalise<br> Batchelor<br><br> Investor Relations and Media<br><br> E: [email protected]<br><br> M: + 61 432 312 807 | Cameron<br> Gilenko<br><br> Investor Relations and Media<br><br> E: [email protected]<br><br> M: +61 466 984 943 |
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AboutNova Minerals Limited
Nova Minerals Limited is advancing one of the world’s largest undeveloped gold deposits into production and securing a U.S. domestic supply of the critical mineral antimony. The Company is focused on the exploration and development of the Estelle Gold and Critical Minerals Project, located in Alaska, a tier-one mining jurisdiction.
Estelle hosts two defined multi-million-ounce gold resources, and more than 20 prospects distributed along a 35-kilometre mineralised trend, in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world’s largest gold mines and discoveries including, Kinross Gold Corporation’s Fort Knox Gold Mine. In parallel, Nova is advancing its critical minerals strategy, fully funded by a US$43.4 million U.S. Department of War award to develop a domestic antimony supply chain, targeted for production in late 2026/2027.
| Nova Minerals Limited | ASX Announcement | 3 |
| --- | --- |
| Disclosure<br> of Proxy Votes<br><br> <br>Nova Minerals Limited<br><br> <br>Scheme of Arrangement <br><br>Friday, 29 May 2026 |  <br><br><br> <br><br><br> <br>GPO Box<br> 5193, Sydney, NSW 2001<br><br> <br>P 1300<br> 288 664 (aus) or +61 (0)2 9698 5414 (world)<br><br> <br>F +61<br> (0)2 8583 3040 E [email protected]<br><br> <br>ABN 27 152 260 814 |
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In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to resolutions put to members at the meeting.
| Proxy Votes | Poll Results (if applicable) | Results | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution | Decided by Show of Hands (S) or Poll (P) | Total Number of Proxy Votes exercisable by proxies validly appointed | FOR | AGAINST | ABSTAIN | PROXY’S DISCRETION | FOR | AGAINST | ABSTAIN | OUTCOME |
| 1 That, pursuant to and in accordance with section 411 of the Corporations Act, the scheme of arrangement proposed between Nova and the holders of its ordinary shares as contained in and more particularly described in the Scheme Booklet of which the Notice forms part, is approved, and the directors of Nova are authorised to agree to such alterations or conditions as are thought fit by the Court, and subject to approval by the Court, to implement the Share Scheme with any such alterations or conditions. | P | 93,618,361 | 92,053,356<br><br> <br>98.33% | 1,048,520<br><br> <br>1.12% | 456,037 | 516,485<br><br> <br>0.55% | 92,431,941<br><br> <br>98.88% | 1,048,520<br><br> <br>1.12% | 456,037 | Carried |
| Nova Minerals Limited | ASX Announcement | 4 |
| --- | --- |
Disclosureof Proxy Votes – Warrant Scheme
Nova Minerals Limited
Warrant Scheme of Arrangement
Friday, 29 May 2026
In accordance with section 251AA of the Corporations Act 2001, the following information is provided in relation to the resolution put to the Warrant Scheme Meeting.
VotingResults (on the basis of beneficial holder instructions)
| Resolution | FOR | AGAINST | ABSTAIN | Outcome | |
|---|---|---|---|---|---|
| That,<br> pursuant to and in accordance with section 411 of the Corporations Act, the warrant scheme of arrangement proposed between Nova and<br> the holders of its listed warrants as contained in and more particularly described in the Scheme Booklet of which the Notice forms<br> part, is approved, and the directors of Nova are authorised to agree to such alterations or conditions as are thought fit by the<br> Court, and subject to approval by the Court, to implement the Warrant Scheme with any such alterations or conditions.<br><br> <br>**** | Warrants | 57,247<br> (99.89%) | 63<br> (0.10%) | 1 | Pending<br> Second Court Hearing Orders* |
| Beneficial holders of Warrants | Beneficial holders of Warrants | 90<br> (10.69%)<br><br> <br>(including joint beneficial holder accounts) | - |
*Subjectto approval at the Second Court Hearing.
**Note:**As Cede & Co is the sole registered Warrant Holder and holds warrants as a bare nominee for The Depositary Trust & Clearing Corporation (DTC), the beneficial holder account voting instructions cast at the meeting are shown.
| Nova Minerals Limited | ASX Announcement | 5 |
| --- | --- |