Nova Minerals (ASX: NVA) will advance its proposed redomiciling to the US while acquiring the remaining 15% interest in the ++Estelle gold and critical minerals project++ in Alaska and initiating a search for a US-based chief financial officer.
The company announced its US plans when it was notified that it would no longer qualify as a foreign private issuer (FPI) for equity raisings as more than 50% of its shares are held by US investors and its primary assets are also located in the region.
FPI status will cease on 30 June, after which time Nova will be required to comply with stricter US securities laws applicable to US domestic companies.
Redomiciling will improve access to lower-cost US equity capital, increase Nova’s appeal to a broader US investor pool, and enhance opportunities for further potential US government grants, funding, and investment.
As part of the process, Nova intends to acquire full ownership of the Estelle project, supporting its rapid progression through construction and production while simplifying access to funding.
Minimise Potential Conflicts
Nova will retain its dual listing on the Australian Securities Exchange and Nasdaq exchange, and expects the redomiciling to minimise potential conflicts between ASX listing requirements and US domestic issuer obligations.
ASX shareholders will receive CHESS Depositary Interests (CDIs) and Nasdaq American Depositary Share (ADS) holders will receive shares of common stock (the US equivalent of ordinary shares) in a new US parent entity expected to be named Nova Minerals Corp.
The process will require shareholder and court approval, and will be implemented via a scheme of arrangement to be finalised in April.
Nova expects to complete the redomiciliation by the end of June 2026, with security holders not required to take any action at this stage.
Growing Shareholder Base
Nova chief executive officer Christopher Gerteisen said the decision to redomicile had been driven by the company’s growing shareholder base.
“The weight of US investment in Nova gives us the opportunity to realise the benefits of redomiciliaton,” he said.
“This change will attract many large institutional investors which has not been possible under the current ADS structure, and we are mindful that our ASX and Nasdaq shareholders are expected to hold and trade their securities in the same way.”
As part of the corporate migration, Nova will commence a formal process to appoint a new CFO with experience in US mining operations and US GAAP (generally accepted accounting principles) reporting.
Current CFO Michael Melamed has provided three-months’ notice of his intention to resign from the role, giving the company time to identify a suitable replacement.
