In the matter of Nova Minerals Ltd

1. [1]

   By an originating process dated 24 March 2026, Nova Minerals Ltd (Nova Minerals) sought orders to convene scheme meetings in respect of a proposed members' scheme and a proposed warrant-holders' scheme pursuant to s 411 of the Corporations Act 2001 (Cth) (Corporations Act), together with related orders and directions. It is proposed that Nova Minerals Corp will acquire the outstanding shares and listed warrants under the schemes.

2. [2]

   I made orders on 20 April 2026 for the convening of scheme meetings and ancillary orders. I amended those orders on 22 April 2026 to account for an updated scheme booklet provided to the Court on that date. These are my reasons for making those orders. I was assisted by comprehensive oral and written submissions prepared by Mr Ahmed SC, and these reasons draw from those reasons.

3. [3]

   Nova Minerals relied on:

   1. (1)

      an affidavit of the solicitor on the record for Nova Minerals, Ms Rani Sara John sworn on 24 March 2026, who gives evidence of formal matters necessary for the commencement of the proceedings and a brief outline of the proposed schemes;

   2. (2)

      an affidavit of the Director of Finance and Compliance for Nova Minerals, Mr Craig Bentley affirmed 17 April 2026, who gives evidence in relation to Nova Minerals, the proposed schemes, the arrangements in relation to the proposed scheme meetings (including in relation to the proposed chair of the meetings and distribution of material to scheme participants), employee incentive plans that are in place, verification of the draft scheme booklet, and certain dealings with ASIC in relation to the schemes;

   3. (3)

      a second affidavit of Mr Bentley affirmed 20 April 2026 which corrects evidence provided in his 17 April 2026 affidavit; and

   4. (4)

      a letter from ASIC to the directors of Nova Minerals dated 20 April 2026 advising of their lack of objections to the schemes as at the date of the letter.

The proposed schemes

1. [4]

   There are two schemes that are proposed, which are referred to as the share scheme and the warrant scheme.

2. [5]

   The first is a scheme between Nova Minerals and its ordinary shareholders. Under that scheme, if approved, all of the outstanding shares in Nova Minerals will be acquired by Nova Minerals Corp. Nova Minerals Corp is a newly formed corporation incorporated in Nevada, United States.

3. [6]

   The second is a scheme between Nova Minerals and its warrant holders. Under that scheme, if approved, all of the outstanding listed warrants in Nova Minerals will be acquired by Nova Minerals Corp.

4. [7]

   Nova Minerals is a mining exploration and development company. It is listed on the ASX and has listed warrants on the Nasdaq exchange. As at 31 March 2026, Nova Minerals had on issue 456,114,352 shares and 111,387 listed warrants.

5. [8]

   Nova Minerals has on issue American Depository Shares (ADSs) that trade on the Nasdaq exchange. Each ADS represents 12 ordinary shares in Nova Minerals. Those ADSs are governed by a deposit agreement between Nova Minerals, The Bank of New York Mellon (BNY), and the holders of the ADSs.

6. [9]

   Under the deposit agreement, BNY is appointed as the ADS depository and issues the ADSs. The Nova Minerals shares that are referrable to the ADSs are held by HSBC Bank Australia Limited on behalf of the ADS depository. Collectively, ADS holders hold securities referable to approximately 229,312,825 Nova Minerals shares.

7. [10]

   Nova Minerals entered into a scheme implementation deed with Nova Minerals Corp on 3 March 2026 for the purpose of effecting a redomiciliation of Nova Minerals to the United States. An amended scheme implementation deed was made on 31 March 2026.

8. [11]

   Nova Minerals Corp is a new entity that has been established for the sole purpose of effecting the schemes. Under the schemes, Nova Minerals Corp will acquire all Nova Minerals shares and listed warrants. As consideration:

   1. (1)

      each Nova Minerals shareholder (other than certain exceptions noted below) will receive one Nova Minerals Corp Chess Depository Instrument (CDI) for every Nova Minerals share that is held;

   2. (2)

      each Nova Minerals ADS holder will receive 1 Nova Minerals Corp share for every Nova Minerals ADS that is held; and

   3. (3)

      each Nova Minerals warrant holder subject to the warrants scheme will receive 3 Nova Minerals Corp warrants for every Nova Minerals warrant held.

9. [12]

   The exceptions to shareholder consideration are as follows:

   1. (1)

      in respect of the Nova Minerals shareholder that holds Nova Minerals shares on behalf of the ADS Depository (HSBC Bank Australia Limited), Nova Minerals Corp will issue one Nova Minerals Corp share to the ADS depository for every 12 Nova Minerals shares that are held by HSBC Bank Australia Limited;

   2. (2)

      in respect of ineligible foreign shareholders (as defined in the share scheme), the Nova Minerals Corp CDIs that they would otherwise be entitled to will be issued to a sale agent, who will sell or procure the sale of the Nova Minerals Corp CDIs and then remit the funds to Nova Minerals Corp so that they can be paid to the ineligible foreign shareholders; and

   3. (3)

      where a person holds less than a marketable parcel of Nova Minerals shares (equivalent to AU$500 worth) as at the record date (and so is classified as a small parcel holder under the share scheme), their entitlement to CDIs will be transferred to a sale agent, who will sell those CDIs and remit the funds to Nova Minerals Corp, which will then distribute those funds to the relevant shareholder. This is subject to the right of the shareholder to opt out of this process, in which case they will receive their entitlement to CDIs in the ordinary way.

10. [13]

    The overall effect of the schemes is that the relative interests of Nova Minerals shareholders (with the exception of ineligible foreign shareholders and small parcel holders, as defined in the share scheme) and ADS holders remains the same in the proportion of 1:12.

11. [14]

    The warrant scheme is conditional on the share scheme, but the share scheme is not conditional on the warrant scheme.

12. [15]

    Clause 3.1 of each the schemes sets out conditions precedent. They include the scheme implementation deed remaining on foot as at 8.00am on the second Court hearing date, and the satisfaction or waiver of certain conditions as set out in clauses 3.1 and 3.2 of the scheme implementation deed.

13. [16]

    Mr Bentley gives evidence that he is not aware of any matter that would mean that it is likely that these conditions precedent will not be waived or satisfied.

14. [17]

    It is proposed that Mr Bentley, or failing him Mr Ian Pamensky (who is Nova Minerals' interim Chief Financial Officer and Company Secretary), will act as chairperson of the meeting.

15. [18]

    The proposed communications with Nova Minerals securityholders (in addition to the scheme booklet and scheme meetings materials) will take the form of an information line, which will be conducted using a script for operators and which has been reviewed for consistency with the scheme booklet.

16. [19]

    An appropriate verification process has been undertaken in relation to the scheme booklet.

17. [20]

    Mr Bentley’s evidence is that, as far as he is aware, the draft scheme booklet does not omit any material information and that there is no statement in the booklet that is, or is likely to be, false, misleading or deceptive.

18. [21]

    The scheme booklet contains a report from an independent expert, RSM Corporate Australia Pty Ltd (RSM). RSM's opinion is that the schemes are in the best interests of Nova Minerals' shareholders and listed warrant holders (as to each particular relevant scheme). RSM has not sought to value the transaction as a change of control transaction in circumstances where the underlying control of the company is not changing. This is appropriate and not an impediment to either scheme meeting being convened.

19. [22]

    On 31 March 2026, a copy of the scheme booklet was lodged with ASIC. ASIC has subsequently provided comments on that booklet and revised versions of the scheme booklet have been provided to it. ASIC has subsequently confirmed it has no further comments on the scheme booklet.

20. [23]

    On 20 April 2026, ASIC provided a letter to the directors of Nova Minerals advising that while it would not provide a written statement that it does not object to the schemes under s 411(17)(b) until the second Court hearing, it was satisfied that it had been given the required notice and had been afforded a reasonable opportunity to examine the terms of the schemes and to make any submissions to the Court. ASIC also advised that it did not propose to appear, make submissions or intervene to oppose the schemes.

The reasons why it is appropriate to convene the proposes scheme meetings

1. [24]

   The legal principles that are to be applied are well-known. I set them out in reasons delivered recently in In the matter of HMA International Limited [2026] NSWSC 401. I do not need to repeat them here. In the following paragraphs, I address the matters that must be established together with other matters to which Mr Ahmed drew to my attention.

2. [25]

   First, Nova Minerals is a “Part 5.1 body” as it is a company registered under the Corporations Act.

3. [26]

   Second, the proposed schemes are an "arrangement" within the meaning of s 411 of the Corporations Act. The arrangements in the present case are of a familiar kind. They involve the acquisition of the shares and other securities in a company in return for consideration being paid to shareholders and warrant holders.

4. [27]

   Third, there has been proper disclosure of relevant matters to shareholders and warrant holders.

5. [28]

   Fourth, I accept that the schemes are bona fide and have been properly proposed. An independent expert was engaged to assess the schemes and has opined on their nature and effect, concluding that the schemes are in the interests of Nova Minerals security holders.

6. [29]

   Fifth, as noted above, ASIC has had an opportunity to examine the schemes and the draft scheme booklet.

7. [30]

   Sixth, as Mr Ahmed submits, the schemes are a form of "top-hat" scheme, by which a company is redomiciled. In In the matter of Icannex Healthcare Limited [2023] FCA 1441 at [12], Besanko J observed that the use of a scheme of arrangement in this way had been employed in a number of cases (citing News Corporation Ltd [2004] FCA 1480; 51 ACSR 394; In the matter of GetSwift Limited (No 2) [2020] FCA 1733; In the matter of OPUS Group Limited [2018] FCA 959).

8. [31]

   Seventh, the schemes adopt an "opt-out" model for small parcel holders in respect of their participation in the sale facility. This does not give rise to any relevant unfairness or otherwise present an impediment to the convening of the scheme meetings. An opt-out model is a traditional method for dealing with small parcel holders: In the matter of Bionomics Ltd [2024] NSWSC 1440 at [18] (Black J). It is an appropriate method to apply in the present case. Nova Minerals shareholders are made aware in the scheme booklet of the proposed approach to small parcels. They each have the ability to opt out of the sale facility if they wish to do so. The choice as to whether to receive the scheme consideration is one that ultimately rests with each shareholder. To the extent that a small parcel holder's shares are sold, that is done in a way that works no unfairness to them. The Nova Minerals Corp CDIs that will be sold are publicly listed, such that their price can be set independently. Furthermore, Nova Minerals will bear the brokerage costs of the sale.

9. [32]

   Eighth, the treatment of small parcel holders and ineligible foreign shareholders does not require the creation of separate classes. The test to be applied in determining whether separate classes are required is well-known. It involves considering whether the rights of shareholders are "so dissimilar as to make it impossible for [them] to consult together [with other shareholders] with a view to their common interest": Sovereign Life Assurance Company v Dodd [1892] 2 QB 573 at 583 (Bowen LJ). It is in a case of such impossibility that it would be necessary for a separate class to be constituted: First Pacific Advisors LLC v Boart Longyear Ltd [2017] NSWCA 116; 320 FLR 78 at [80] (Bathurst CJ). The rights of the small parcel holders and ineligible foreign shareholders are not so dissimilar to the rights of other shareholders as to make it impossible for them to consult together.

10. [33]

    Insofar as the small parcel holders are concerned, in each of In the matter of GrainCorp Limited [2020] FCA 143 (at [29]-[31]), In the matter of Wesfarmers Ltd; Ex parte Wesfarmers Ltd [2018] WASC 308 (at [96]-[98]), In the matter of Excelsior Gold Limited [2018] FCA 2064 (at [40]-[43]) and In the matter of Sundance Energy Australia Limited [2019] FCA 1944 (at [14]), the question of whether the small holding shareholders were required to be placed in a separate class was considered. In each case, it was held that no separate class was required, in essence, because the rights of those shareholders were not so dissimilar from the rights of other shareholders as to make consultation impossible.

11. [34]

    In respect of ineligible foreign shareholders, it has consistently been held that such shareholders are not required to be placed in a separate class: see In the matter of Templeton Global Growth Fund Limited [2021] NSWSC 1169 at [21] (Black J); In the matter of Hills Motorway Limited; Hills Motorway Management Limited [2002] NSWSC 897; 43 ACSR 101 at [10]-[13] (Barrett J); In the matter of Tatts Group Limited (No 2) [2017] VSC 770 at [64] (Sifris J). There is no reason why the same position should not apply here. The ineligible foreign shareholders will have their Nova Minerals Corp CDIs sold on market, and the proceeds remitted to them. Nova Minerals will bear the relevant brokerage costs. In such circumstances, there is a sufficient community of interest between the ineligible foreign shareholders and other shareholders.

12. [35]

    Ninth, the procedural requirements in relation to the proposed schemes have been met. The affidavit of Ms John exhibits a result of the records maintained by ASIC in relation to Nova Minerals as at 24 March 2026 (within 7 days of the commencement of this proceeding), as required by rule 2.4(2) of the Supreme Court (Corporations) Rules. The requirements under rule 3.2 of the Supreme Court (Corporations) Rules in relation to the nomination of the chairperson and alternate chairperson of the scheme meetings have been addressed, as indicated at [17] above.

13. [36]

    Tenth, the orders provided for the distribution of scheme material to be made on or before 28 April 2026 to all security holders who are being asked to vote on the schemes in an appropriate and orthodox manner, as follows:

    1. (1)

       for those security holders who have made an election to receive shareholder communications electronically, by sending an email containing links to the scheme material;

    2. (2)

       for those security holders who have elected to receive communications (but not meeting materials) in physical form, by mailing a letter by prepaid post to their registered addresses or prepaid airmail, containing details of, and a link to, a website to access the scheme booklet (including the notice of meetings) and a hard copy personalised proxy and voting form;

    3. (3)

       for those security holders who have elected to receive meeting documents in physical form, by mailing a letter by prepaid post to their registered addresses or prepaid airmail, enclosing a hard copy scheme booklet (including the notice of meeting) and a hard copy personalised proxy and voting form; and

    4. (4)

       for those security holders who have not elected either electronic or hard copy communications, by mailing a letter to their registered addresses containing details of, and a link to, a website to access the scheme booklet (including the notice of meeting) and a hard copy personalised proxy and voting form.

14. [37]

    The orders provided that where an electronic non-delivery notification is received in respect of a securityholder, then a letter containing links to access the scheme material electronically will be sent to them by prepaid post at their address.

15. [38]

    Eleventh, performance risk is managed under the schemes in a number of ways. In circumstances where this is a scrip scheme, no issue of funding arises. The terms of the schemes provide that the transfer of Nova Minerals securities is conditional on the scheme consideration being provided. This is an accepted manner of managing performance risk in respect of a scheme of this kind: see In the matter of Ellerston Global Investments Limited [2020] NSWSC 879 at [29] (Black J); In the matter of Virtus Health Limited [2022] NSWSC 597; 163 ACSR 1 at [36] (Black J). In addition, Nova Minerals Corp has executed deeds poll by which it agrees to provide the share scheme and warrant scheme consideration as contemplated by the schemes.

16. [39]

    Twelfth, I have been advised that in the event the schemes are approved by the Court, Nova Minerals Corp intends to rely on the Court's approval of the schemes for the purpose of qualifying for exemption from the registration requirements of the United States Securities Act of 1933 provided for by s 3(a)(10) of that Act in connection with the new Nova Minerals Corp Shares, and warrants that will be issued pursuant to the schemes.

Conclusion

1. [40]

   It was for those reasons I made the following orders, as amended on 22 April 2026:

   1. (1)

      Pursuant to ss 411(1) and 1319 of the Corporations Act 2001 (Cth), the Plaintiff is to convene and hold a meeting (Share Scheme Meeting) of holders of fully paid ordinary shares in the Plaintiff (Scheme Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without amendment) to a scheme of arrangement proposed to be entered into between the Plaintiff and the Scheme Shareholders (Share Scheme), the terms of which are contained in Annexure D of the Scheme Booklet as provided to the Court on 22 April 2026 (22 April Scheme Booklet).

   2. (2)

      Pursuant to s 1319 of the Corporations Act:

   3. (3)

      The Scheme Booklet, substantially in the form of the 22 April Scheme Booklet (which is approved for the purposes of s 411(1) of the Corporations Act), subject to any minor amendments made as required and approved by the Australian Securities and Investments Commission (ASIC) for the purposes of registration under s 412(6) of the Corporations Act, is approved for distribution to Scheme Shareholders.

   4. (4)

      Subject to registration of the Scheme Booklet with ASIC pursuant to s 412(6) of the Corporations Act, on or before 28 April 2026, the Scheme Booklet is to be dispatched to each Scheme Shareholder in the following manner:

   5. (5)

      If the Plaintiff receives an email notification of a failure to deliver an email to a Scheme Shareholder's nominated email address, the Scheme Booklet and a personalised proxy and voting form are to be dispatched to that Scheme Shareholder by mailing a letter by prepaid post or prepaid airmail, to their registered address.

   6. (6)

      The Plaintiff is not required to send documents in accordance with Order 4 to any person who becomes a shareholder after 7:00pm (Sydney time) on 27 April 2026 (Register Time).

   7. (7)

      Subject to these orders, the Share Scheme Meeting is to be convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act that apply to members of a company, and the provisions of the Plaintiff’s constitution that are not inconsistent therewith and that apply to meetings of members.

   8. (8)

      An order pursuant to ss 411(1) and 1319 of the Corporations Act, that the Plaintiff convene a meeting (Warrant Scheme Meeting) of holders of listed warrants in the Plaintiff (Scheme Warrant Holders) for the purpose of considering and, if thought fit, agreeing (with or without amendment) to a scheme of arrangement proposed to be entered into between the Plaintiff and the Warrant Holders (Warrant Scheme), the terms of which are contained in Annexure F of the 22 April Scheme Booklet.

   9. (9)

      Pursuant to s 1319 of the Corporations Act:

   10. (10)

       The Scheme Booklet, substantially in the form of the 22 April Scheme Booklet com (which is approved for the purposes of s 411(1) of the Corporations Act), subject to any minor amendments made as required and approved by the ASIC for the purposes of registration under s 412(6) of the Corporations Act, is approved for distribution to Scheme Warrant Holders.

   11. (11)

       Subject to registration of the Scheme Booklet with ASIC pursuant to s 412(6) of the Corporations Act, on or before 28 April 2026, the Scheme Booklet be dispatched to each Scheme Warrant Holder by email to their nominated email address containing an electronic link to a copy of the Scheme Booklet (including the notice, a personalised proxy and voting form), unless such holders have not provided an email address in which case they will be sent a copy of the Scheme Booklet, notice and personalised proxy and voting form by post.

   12. (12)

       If the Plaintiff, through its registry provider, receives an email notification of a failure to deliver an email to a Scheme Warrant Holder's nominated email address, the Scheme Booklet and a personalised proxy and voting form are to be dispatched to the Scheme Warrant Holder by post.

   13. (13)

       The Plaintiff is not required to send documents in accordance with Order 11 to any person who becomes a Scheme Warrant Holder after the Register Time.

   14. (14)

       Subject to these orders, the Warrant Holder Scheme Meeting be convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act that apply to members of a company and the provisions of the Plaintiff’s constitution that are not inconsistent therewith and that apply to meetings of members.

   15. (15)

       Pursuant to r 1.3 of the Supreme Court (Corporations) Rules 1999 (NSW) (Corporations Rules), compliance with r 2.4(1) of the Corporations Rules be dispensed with to the extent that the rule requires the affidavit filed with the Originating Process, being the Affidavit of Rani Sara John sworn 24 March 2026, to state all the facts in support of the Originating Process.

   16. (16)

       Pursuant to rule 1.3 of the Corporations Rules and s 1319 of the Corporations Act, compliance with rule 2.15 of the Corporations Rules be dispensed with in relation to the Share Scheme Meeting and Warrant Scheme Meeting.

   17. (17)

       Pursuant to rule 3.4(2) of the Corporations Rules, the Plaintiff be relieved from compliance with rule 3.4 of the Corporations Rules, conditional on the Plaintiff publishing on or before 21 April 2026, an announcement on the ASX, in substantially the form that appears at Annexure 1 to these Orders.

   18. (18)

       Pursuant to rule 3.4(2) of the Corporations Rules, the Plaintiff be relieved from compliance with rule 3.4 of the Corporations Rules, conditional on the Plaintiff publishing on or before 22 April 2026, an announcement on the ASX in substantially the form that appears at Annexure 2 to these Orders.

   19. (19)

       The Originating Process is adjourned to 9:15 am (Sydney time) on 2 June 2026 before Brereton J.

   20. (20)

       The Plaintiff be granted liberty to apply.

   21. (21)

       These orders be entered forthwith.