• Majority of shares held by U.S. investors, losing foreign private issuer status
• Redomiciliation to minimize conflicts between ASX and U.S. domestic issuer obligations
• Improved access to lower-cost U.S. equity capital and broader investor base

Nova Minerals Ltd announces its plans to redomicile the company to the United States following the loss of its foreign private issuer (FPI) status from 1 July 2026. As the majority of the company's shares are held by U.S. investors as of 31 December 2025, Nova will no longer qualify as an FPI and will be required to comply with stricter U.S. securities laws applicable to U.S. domestic companies. To minimize potential conflicts between ASX listing requirements and U.S. domestic issuer obligations, which could complicate the continued trading of shares on the ASX and ADSs on the Nasdaq, the Board proposes to redomicile the company to the United States. The proposed redomiciliation is expected to provide several benefits, including improved access to lower-cost equity capital in the larger and more diverse U.S. markets, increased appeal to a broader U.S. investor base, and alignment of the corporate structure with the core of its business operations in the U.S. The redomiciliation is also expected to enhance opportunities for further potential grants, funding, and investment from the U.S. government. As part of the redomiciliation process, Nova intends to acquire the remaining 15% interest in the Estelle Gold and Critical Minerals Project, giving it full ownership and supporting the project's progression to construction and production. The company is also undertaking a search for a U.S.-based Chief Financial Officer with extensive mining and U.S. GAAP accounting experience.

The proposed redomiciliation to the United States is expected to be completed by the end of June 2026, subject to shareholder and court approvals and other customary conditions. Nova expects to retain its dual ASX and Nasdaq listings under the same ticker codes, with ASX shareholders expected to receive CHESS Depositary Interests (CDIs) and Nasdaq ADS holders expected to receive shares of common stock in the new U.S.-domiciled company.