Exhibit 2.1

Scheme Implementation Deed

Nova Minerals Limited

ACN 006 690 348

Nova Minerals Corp

A company incorporated in the State of Nevada, United States

3 March 2026

Contents

Schedule

THIS DEEDis made on 3 March 2026

BETWEEN:

RECITALS:

THE PARTIES AGREE AS FOLLOWS:

In this deed the following terms shall bear the following meanings:

ADS means an American Depositary Share.

ADS Depositary means The Bank of New York Mellon.

ADS Holder means a holder of Nova Minerals ADSs.

Affiliate means, in relation to any specified person (other than a natural person), any other person (which shall include a natural person) directly or indirectly Controlling or Controlled by such specified person or under direct or indirect common control with such specified person.

Agreed Public Announcement means an announcement of Nova Minerals, the form of which is set out in Schedule 3, to be released by Nova Minerals on ASX (with a copy to be filed with the SEC) pursuant to clauses 7.2(a) and 10.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Settlement means ASX Settlement Pty Ltd ABN 49 008 504 532.

ASX Settlement Rules means ASX Settlement Operating Rules of ASX Settlement.

Business Day means a business day as defined in the Listing Rules and, to the extent any action must be taken in relation to NASDAQ or NYSE, a day on which NASDAQ or NYSE is operating but excludes a day that is a Saturday, Sunday, bank holiday or public holiday in Sydney, Australia or Nevada, United States.

CDI means a CHESS Depositary Interest, being a unit of beneficial ownership in a Nova Minerals Corp Share that is registered in the name of CDN, or beneficial ownership is held by CDN, in accordance with the ASX Settlement Rules.

CDN means CHESS Depositary Nominees Pty Limited ACN 071 346 506.

CHESS means the clearing house electronic sub-register system of security transfers operated by ASX Settlement.

Conditions Precedent means the conditions precedent to the Schemes in clause 3.1 in respect of the Share Scheme and clause 3.2 in respect of the Warrant Scheme.

Convertible Securities means the Nova Minerals Unlisted Warrants and Nova Minerals Incentives.

Control has the meaning given to that term in section 50AA of the Corporations Act and Controlling and Controlled have the corresponding meaning.

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Court means the Federal Court of Australia or the Supreme Court of New South Wales, or such other court of competent jurisdiction under the Corporations Act as agreed to in writing between the parties.

Court Documents means the documents that Nova Minerals determines (acting reasonably) are required for the purposes of appearing at a hearing of the Court in connection with the Schemes and which may include originating process, affidavits, submissions and draft minutes of Court orders.

Depositary Nominee has the meaning given to it in the ASX Settlement Rules.

Deed Polls means the Share Scheme Deed Poll and the Warrant Scheme Deed Poll.

Effective means, when used in relation to the Schemes, the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Schemes taking effect pursuant to section 411(10) of the Corporations Act, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date the Schemes become Effective.

Election Form means the form pursuant to which Small Parcel Holders may elect not to participate in the Sale Facility and be treated as Excluded Small Parcel Holders as contemplated in clause 4.7.

Encumbrance means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement and any other security arrangement of any kind given or created and including any possessory lien in the ordinary course of business whether arising by law or contract.

End Date means 31 August 2026, or such later date as agreed to in writing between the parties from time to time.

Excluded Small Parcel Holder means a Small Parcel Holder who has made a valid election referred to in clause 4.7 to not participate in the Sale Facility and will not be treated as a Small Parcel Holder.

Execution Date means the date of this deed.

First Court Date means the first day on which an application is made to the Court for an order under section 411(1) of the Corporations Act approving the convening of the Scheme Meetings.

GST has the meaning given to it in the GST Law.

GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Implementation Date means the fifth Business Day after the Record Date, or such other date agreed to in writing by the parties.

Independent Expert means a person to be appointed by Nova Minerals to prepare the Independent Expert’s Report.

Independent Expert’s Report means the independent expert’s report prepared by the Independent Expert for inclusion in the Scheme Booklet, which states the Independent Expert’s opinion in relation to whether:

including any updates or amendments to this report made by the Independent Expert.

Indicative Timetable means the indicative timetable in relation to the implementation of the Schemes set out in Schedule 1 or as otherwise may be agreed in writing by Nova Minerals Corp and Nova Minerals, acting reasonably.

Ineligible Foreign Shareholder means any Share Scheme Participant whose address shown on the Nova Minerals Share Register as at the Record Date is a place outside Australia, New Zealand, United States and such other jurisdictions determined by Nova Minerals, unless, no less than three Business Days prior to the Share Scheme Meeting, Nova Minerals and Nova Minerals Corp agree in writing that it is lawful and not unduly onerous or unduly impracticable to issue that Nova Minerals Shareholder with the Share Scheme Consideration when the Share Scheme becomes Effective.

Listing Rules means the official listing rules of the ASX.

Marketable Parcel has the meaning given to that term in the Listing Rules, with the closing price on the last day of Nova Minerals Shares trading on ASX used to determine this.

NASDAQ means the NASDAQ Stock Market LLC or the NASDAQ Capital Market, as the context requires.

Nova Minerals ADS means an ADS, representing 12 Nova Minerals Shares and which trades on NASDAQ under the ticker code “NVA”.

Nova Minerals Board means the board of directors of Nova Minerals from time to time.

Nova Minerals Corp Board means the board of directors of Nova Minerals Corp.

Nova Minerals Corp CDI means a CDI representing a beneficial interest in 1/12th of a Nova Minerals Corp Share.

Nova Minerals Corp CDI Register means the register of Nova Minerals Corp CDI holders maintained by or on behalf of Nova Minerals Corp.

Nova Minerals Corp Information means the information that Nova Minerals Corp provides to Nova Minerals under clause 7.3(a) for inclusion in the Scheme Booklet.

Nova Minerals Corp Share means a share of common stock of Nova Minerals Corp.

Nova Minerals Corp Share Register means the register of Nova Minerals Corp shareholders maintained by or on behalf of Nova Minerals Corp and maintained in accordance with applicable laws in the State of Nevada, United States.

Nova Minerals Corp Warrant means a warrant to acquire a Nova Minerals Corp Share, to be issued on substantially the same terms as a Nova Minerals Listed Warrant, other than any terms which are required to be adjusted to implement the Schemes, including any adjustments to the exercise price and the number of Nova Minerals Corp Shares issued upon exercise.

Nova Minerals Corp Warrant Register means the register of Nova Minerals Corp Warrant holders maintained by or on behalf of Nova Minerals Corp and maintained in accordance with applicable laws.

Nova Minerals Director means a director of Nova Minerals from time to time.

Nova Minerals Group means Nova Minerals and its Subsidiaries.

Nova Minerals Information means all information included in the Scheme Booklet other than Nova Minerals Corp Information and the Independent Expert’s Report.

Nova Minerals Listed Warrant means a NASDAQ quoted warrant to acquire a Nova Minerals ADS under the ticker code “NVAWW”, as set out in Part 2 of Schedule 2.

Nova Minerals Listed Warrant Holder means each person who is registered in the Nova Minerals Warrant Register as a holder of a Nova Minerals Listed Warrant.

Nova Minerals Incentives means the performance rights and options issued pursuant to Nova Minerals’ equity incentive plan, as set out in Part 4 of Schedule 2.

Nova Minerals Incentive Holder means a holder of Nova Minerals Incentives.

Nova Minerals Share means a fully paid ordinary share issued in the capital of Nova Minerals.

Nova Minerals Share Register means the register of holders of Nova Minerals Shares, comprising the Australian principal and US branch share registers, maintained by or on behalf of Nova Minerals in accordance with the Corporations Act.

Nova Minerals Shareholder means a person who is registered in the Nova Minerals Share Register as the holder of one or more Nova Minerals Shares, from time to time.

Nova Minerals Unlisted Warrant means a warrant to acquire a Nova Minerals ADS, as set out in Part 3 of Schedule 2.

Nova Minerals Unlisted Warrant Holder means each person who is registered in the Nova Minerals Warrant Register as a holder of a Nova Minerals Unlisted Warrant.

Nova Minerals Warrant Register means the register of holders of Nova Minerals Listed Warrants and Nova Minerals Unlisted Warrants maintained by or on behalf of Nova Minerals in accordance with applicable laws.

NYSE means the New York Stock Exchange.

Record Date means 7.00 pm (Sydney time) on the second Business Day following the Effective Date, or such other date (after the Effective Date) as Nova Minerals and Nova Minerals Corp may agree in writing.

Regulator’s Draft has the meaning given in clause 7.2(e)(i).

Regulatory Authority includes:

Relevant Interest has the meaning given to that term in the Corporations Act.

Representative means:

RG 60 means Regulatory Guide 60 issued by ASIC as updated from time to time.

RG 112 means Regulatory Guide 112 issued by ASIC as updated from time to time.

Sale Agent means a person appointed by Nova Minerals or Nova Minerals Corp to administer the Share Sale Facility and to sell or arrange the sale of Nova Minerals Corp CDIs that would otherwise be issued to or for the benefit of Ineligible Foreign Shareholders or Small Parcel Holders (excluding Excluded Small Parcel Holders) under the terms of the Share Scheme.

Schemes means the Share Scheme and the Warrant Scheme.

Scheme Booklet means the information booklet to be despatched to all Nova Minerals Shareholders and Nova Minerals Listed Warrant Holders and approved by the Court in connection with the Schemes, including the Schemes, the explanatory statement in respect of the Schemes, the Independent Expert’s Report and the notice of meeting.

Scheme Consideration means the Share Scheme Consideration and the Warrant Scheme Consideration.

Scheme Meetings means the Share Scheme Meeting and the Warrant Scheme Meeting.

Scheme Shares means all of the Nova Minerals Shares on issue on the Record Date.

Scheme Participants means the Share Scheme Participants (including the Australian custodian of the ADS Depositary) and the Warrant Scheme Participants.

Scheme Warrant means a Nova Minerals Listed Warrant as at the Record Date.

SEC means the U.S. Securities and Exchange Commission.

Second Court Date means the first day on which the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Schemes is heard or, if the application is adjourned for any reason, the first day on which the adjourned application is heard.

Small Parcel Holder means a Share Scheme Participant who is not an Ineligible Foreign Shareholder and who holds less than a Marketable Parcel of Nova Minerals Shares on the Record Date.

Share Sale Facility means the facility to be administered by the Sale Agent pursuant to which Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders) will have their Share Scheme Consideration sold on their behalf and have the net proceeds of sale remitted to them under the terms of the Share Scheme.

Share Scheme means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act between Nova Minerals and Share Scheme Participants (including the Australian custodian of the ADS Depositary) in the form or substantially in the form of Schedule 4, together with any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by each of Nova Minerals Corp and Nova Minerals.

Share Scheme Consideration means such number of Nova Minerals Corp CDIs for each Scheme Share held by Share Scheme Participants (other than the Australian custodian of the ADS Depositary) at the Record Date and such number of Nova Minerals Corp Shares, based on a ratio of 1 Nova Minerals Corp Share for 12 Scheme Shares, to US Share Scheme Participants as described in clause 4.3.

Share Scheme Deed Poll means the deed poll to be entered into by Nova Minerals Corp, in the form or substantially in the form of Schedule 6, or in such other form as agreed in writing between Nova Minerals and Nova Minerals Corp.

Share Scheme Meeting means the meeting of Nova Minerals Shareholders convened by the Court in relation to the Share Scheme pursuant to section 411(1) of the Corporations Act and includes any adjournment of that meeting.

Share Scheme Participant means each person who is a Nova Minerals Shareholder (including the Australian custodian of the ADS Depositary) on the Record Date.

Subsidiaries has the meaning given to that term in the Corporations Act.

Takeover Panel means the Takeover Panel constituted under the Australian Securities and Investments Commission Act 2001 (Cth).

Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), or both jointly, as the context requires.

Trading Day means a trading day as defined in the Listing Rules.

United States means the United States of America.

US Share Scheme Participant means a Share Scheme Participant who is a Nova Minerals Shareholder registered on Nova Minerals US branch share register.

Warrant Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act between Nova Minerals and Warrant Scheme Participants in the form or substantially in the form of Schedule 5, together with any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by each of Nova Minerals Corp and Nova Minerals.

Warrant Scheme Consideration means such number of Nova Minerals Corp Warrants for each Scheme Warrant held by Warrant Scheme Participants at the Record Date as described in clause 5.3.

Warrant Scheme Deed Poll means the deed poll to be entered into by Nova Minerals Corp, in the form or substantially in the form of Schedule 7, or in such other form as agreed in writing between Nova Minerals and Nova Minerals Corp.

Warrant Scheme Meeting means the meeting of Nova Minerals Listed Warrant Holders convened by the Court in relation to the Warrant Scheme pursuant to section 411(1) of the Corporations Act and includes any adjournment of that meeting.

Warrant Scheme Participant means each person who is a Nova Minerals Listed Warrant Holder on the Record Date.

In this deed, except where the context otherwise requires:

Where this deed makes reference to the knowledge or awareness of a party, or any similar reference, such knowledge or awareness will be taken to mean the actual knowledge and awareness of the party, but will not include any deemed or imputed knowledge of the party.

The parties agree to implement the Schemes on the terms and conditions of this deed.

Subject to this clause 3.1, the Share Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Share Scheme are not binding, unless each of the following conditions precedent are satisfied or waived to the extent and in the manner set out in this clause 3:

Subject to this clause 3.2, the Warrant Scheme will not become Effective, and the respective obligations of the parties in relation to the implementation of the Warrant Scheme are not binding, unless each of the following conditions precedent are satisfied or waived to the extent and in the manner set out in this clause 3:

Each of the parties will use its reasonable endeavours to procure that:

If:

the parties must consult in good faith with a view to:

If the parties are unable to reach agreement under clause 3.6 within five Business Days (or any shorter period ending on 5.00 pm on the day before the Second Court Date), either party may terminate this deed and such termination will be in accordance with clause 9.

Nova Minerals must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Share Scheme without the prior written consent of Nova Minerals Corp (which consent cannot be unreasonably withheld).

The obligation of Nova Minerals to procure that Nova Minerals Corp issues Nova Minerals Corp Shares under clause 4.3 will be satisfied by Nova Minerals Corp, on the Implementation Date, procuring the entry in the Nova Minerals Corp Share Register of the name of each US Share Scheme Participant and ADS Holder who is to receive Nova Minerals Corp Shares.

Nova Minerals Corp covenants in favour of Nova Minerals (in its own right and on behalf of the Share Scheme Participants, including the Australian custodian of the ADS Depositary) that:

Nova Minerals Corp covenants in favour of Nova Minerals (in its own right and separately as trustee for each of the Share Scheme Participants including the Australian custodian of the ADS Depositary) to execute and deliver to Nova Minerals before 5.00 pm on the Business Day prior to the First Court Date the Share Scheme Deed Poll.

Nova Minerals must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of, the Warrant Scheme without the prior written consent of Nova Minerals Corp (which consent cannot be unreasonably withheld).

The obligation of Nova Minerals to procure that Nova Minerals Corp issues Nova Minerals Corp Warrants under clause 5.3 will be satisfied by Nova Minerals Corp, on the Implementation Date, procuring the entry in the Nova Minerals Corp Warrant Register of the name of each person who is to receive Nova Minerals Corp Warrants.

Each Nova Minerals Corp Warrant issued as Warrant Scheme Consideration in accordance with the Warrant Scheme and the Warrant Scheme Deed Poll will:

Nova Minerals Corp covenants in favour of Nova Minerals (in its own right and separately as trustee for each of the Warrant Scheme Participants) to execute and deliver to Nova Minerals before 5.00 pm on the Business Day prior to the First Court Date the Warrant Scheme Deed Poll.

Nova Minerals and Nova Minerals Corp must each:

to procure the preparation of the Scheme Booklet and implement the Schemes as soon as reasonably practicable and in accordance with the Indicative Timetable.

Nova Minerals must, acting at all times in good faith, take all steps reasonably necessary to implement the Schemes in accordance with the Indicative Timetable and otherwise as soon as practicable and on and subject to the terms of this deed. Without limiting the foregoing, Nova Minerals must (to the fullest extent applicable):

in each case in the absence of:

in each case in the absence of:

in each case in the absence of:

in each case in the absence of:

Nova Minerals Corp must, acting at all times in good faith, take all steps reasonably necessary to implement the Schemes in accordance with the Indicative Timetable and otherwise as soon as practicable and on and subject to the terms of this deed. Without limiting the foregoing, Nova Minerals Corp must (to the fullest extent applicable):

Clauses 7.2(a) and 7.2(d) are qualified to the extent that, after first obtaining written advice from external legal counsel, a Nova Minerals Director reasonably determines that they should not provide or continue to maintain any recommendation because that Nova Minerals Director has an interest in the Schemes that renders it inappropriate for them to maintain any such recommendation in relation to that Scheme.

Each party represents and warrants to the other party that each of the following statements is true and correct in all material respects as at the date of this document and as at 5.00pm on the Business Day immediately prior to the Second Court Date (except where any statement is expressed to be made only at a particular date, it is given only at that date):

Each representation and warranty in clause 8.1:

Without limiting any other provision of this deed:

Each party must give notice to the other party as soon as practicable after it becomes aware of a breach by it of this deed.

The parties agree that, if this deed is terminated under this clause 9, any party may disclose:

Immediately after execution of this deed, Nova Minerals must release the Agreed Public Announcement.

including to provide each other a reasonable advance opportunity to comment, to ensure that the information used in clauses 10.2(c)(i) to 10.2(c)(v) above is consistent with the information in the Scheme Booklet.

The parties must act in good faith and use all reasonable endeavours to issue agreed statements in respect of any termination of this deed and, to that end but without limitation, clauses 10.2(a) to 10.2(c) applies to any such statements or disclosures.

Any notice or other communication to be given under this deed must be in writing (which includes email) and may be delivered or sent by post or email to the party to be served in accordance with the details set out in clause 11.5 or at any such other address or email address notified for this purpose to the other parties under this clause. Any notice or other communication sent by post must be sent by prepaid ordinary post (if the country of destination is the same as the country of origin) or by airmail (if the country of destination is not the same as the country of origin).

Any notice or other communication is deemed to have been given:

but if the notice or other communication would otherwise be taken to be received after 5.00 pm or on a Saturday, Sunday or public holiday in the place of receipt then the notice or communication is taken to be received at 9.00 am on the next day that is not a Saturday, Sunday or public holiday.

In proving service of a notice or other communication, it shall be sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted either by prepaid post or by prepaid airmail or that the email was properly addressed and transmitted by the sender’s server into the network and there was no apparent error in the operation of the sender’s email system, as the case may be.

This clause 11 does not apply in relation to the service of any claim form, notice, order, judgment or other document relating to or in connection with any proceedings, suit or action arising out of or in connection with this deed.

A party’s address and email address are those set out below (or as the party notifies the sender):

Nova Minerals

Nova Minerals Corp

This deed contains the entire agreement between the parties relating to the Schemes and supersedes all previous agreements, whether oral or in writing, between the parties relating to the Schemes.

Each party acknowledges that in agreeing to enter into this deed it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those expressly set out in this deed) made by or on behalf of any other party before the entering into of this deed. Each party waives all rights and remedies which, but for this clause 12.2 might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance.

Except for the express rights of termination contained in clauses 3.7 and 9.

This deed may only be amended in writing and where such amendment is signed by all the parties.

None of the rights or obligations of a party under this deed may be assigned or transferred without the prior written consent of the other party.

Nova Minerals must pay the costs and expenses of the Schemes, except that Nova Minerals Corp must pay all stamp duties (if any) and any fines and penalties with respect to stamp duty in respect of this deed, the Schemes or the steps to be taken under this deed or the Schemes (including without limitation the acquisition or transfer of Scheme Shares under the Share Scheme and the Scheme Warrants under the Warrant Scheme).

Except as otherwise expressly provided in this deed a party may give or withhold its consent to any matter referred to in this deed in its absolute discretion. A party that gives its consent to any matter referred to in this deed is not taken to have made any warranty or representation as to any matter or circumstance connected with the subject matter of that consent.

This deed may be executed in counterparts, which taken together must constitute one and the same agreement, and any party (including any duly authorised representative of a party) may enter into this deed by executing a counterpart.

The rights of each party under this deed:

Each party undertakes, at the request, cost and expense of the other party, to sign all documents and to do all other acts, which may be necessary to give full effect to this deed.

Each of the obligations, warranties and undertakings set out in this deed (excluding any obligation which is fully performed at the Implementation Date) must continue in force after the Implementation Date.

The provisions contained in each clause and sub clause of this deed shall be enforceable independently of each of the others and their validity shall not be affected if any of the others is invalid.

This deed and any non-contractual obligations arising out of or in connection with it is governed by the law applying in the State of New South Wales within the Commonwealth of Australia.

The courts having jurisdiction in the State of New South Wales have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this deed (including a dispute relating to any non-contractual obligations arising out of or in connection with this deed) and each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in the State of New South Wales.

EXECUTED as a deed.

Each person who executes this document on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.

SIGNED, SEALED AND DELIVERED by NOVA MINERALS CORP in the presence of:
/s/ Chaim (Dovi) Berger		/s/ Avi Geller
Signature of witness		Signature of authorised signatory
Chaim (Dovi) Berger		Avi Geller
Name of witness		Name of authorised signatory

Schedule 1

Indicative Timetable

Schedule 2

Capital Structure

Nova Minerals has 456,070,072 fully paid ordinary shares on issue as at the date of this Scheme Implementation Deed.

Nova Minerals has on issue the following warrants to subscribe for Nova Minerals Shares:

Nova Minerals has on issue the following warrants to subscribe for Nova Minerals Shares:

1 Each warrant can be exercised for 5 ADSs.

2 Each warrant can be exercised for 1 ADS.

Schedule 3

Agreed Public Announcement

Nova Executes Scheme Implementation Deed for US

Redomiciliation

Intention to establish primary listing on NYSE with continued (secondary) listing on ASX

Update Regarding US Redomiciliation

Nova Minerals Limited (Nova or the Company) (ASX: NVA, NASDAQ: NVA, FSE: QM3) is pleased to announce it has entered into a Scheme Implementation Deed (SID) with Nova Minerals Corp, a newly formed corporation incorporated in the State of Nevada, United States (US Holdco) for the purpose of effecting the Company’s proposed redomiciliation to the United States.

The redomiciliation is anticipated to proceed by way of two court approved schemes of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) as previously announced to the market on 4 February 2026. In addition, upon completion of the redomiciliation, US Holdco is expected to list on the New York Stock Exchange (NYSE). There are no other material changes to the proposed redomiciliation to the US.

The redomiciliation is not expected to result in any material changes to Nova’s assets, management, operations, or strategy.

Key Terms of the Scheme Implementation Deed

Under the SID, US Holdco will acquire all the ordinary shares of Nova and all listed warrants in exchange for shares of common stock (US Holdco Shares) and listed warrants of US Holdco (US Holdco Warrants). The SID proposes two concurrent but separate schemes of arrangement, being the Share Scheme and the Warrant Scheme (together, the Schemes).

Pursuant to the Share Scheme:

Pursuant to the Warrant Scheme, holders of Nova’s Nasdaq-listed warrants (Nova Listed Warrants) will receive new warrants in US HoldCo (US Holdco Warrants) on substantially the same terms as the Nova Listed Warrants.

Upon completion of the redomiciliation:

The implementation of the Schemes is subject to several customary conditions including the approval by the Nova Shareholders, Nova Listed Warrant holders, and the Court, as well as other necessary regulatory approvals.

Full details of the terms and conditions of the Schemes are set out in the SID, a copy of which is attached to this announcement.

Unanimous Board Recommendation

The Board has appointed an independent expert to assess whether the Share Scheme is in the best interests of shareholders of Nova (Nova Shareholders) and whether the Warrant Scheme is in the best interests of warrant holders holding listed warrants of Nova (Nova Listed Warrant holders). The report prepared by the independent expert will form part of the Scheme Booklet, which will contain detailed information regarding the Schemes. Nova encourages each Nova Shareholder and Nova Listed Warrant holder to read the Scheme Booklet carefully.

Subject to the independent expert concluding that the Share Scheme is in the best interests of the Nova Shareholders and the Warrant Scheme is in the best interests of the Nova Listed Warrant holders, the Board intends to unanimously recommend that the:

Each director of Nova also intends to vote all Nova Shares they hold in favour of the Share Scheme and all Nova Listed Warrants they hold in favour of the Warrant Scheme, subject to the same qualification.

Reasons for Redomiciliation

Due to the loss of its foreign private issuer (FPI) status from 1 July 2026, the Company is pursuing the proposed redomiciliation to the United States, to minimise potential resulting conflicts between compliance with the requirements for ASX listing and US domestic issuer obligations.

The Board also believes the redomiciliation to the US offers several key benefits, including improved access to lower-cost equity capital in the larger and more diverse US markets, increased appeal to a broader US investor base, alignment of the corporate structure with the core of Nova’s business operations in Alaska, and increased opportunities for further potential grants, funding and investment from the US government.

Please refer to the Company’s previous ASX announcement on 4 February 2026 for further details regarding the Company’s reasons for the proposed redomiciliation to the United States.

Indicative Timetable and Next Steps

Security holders are not required to take any actions at this time.

A Scheme Booklet containing, among other things, more detailed information relating to the Schemes, reasons for the directors’ recommendation, information on the Scheme Meetings and the Independent Expert’s Report is expected to be mailed to Nova Shareholders and Nova Listed Warrant holders in late April 2026.

The Company has engaged Ashurst Australia as its Australian legal adviser and Perkins Coie as its US legal adviser.

Update on the Proposed Acquisition of Remaining 15% Interest in the Estelle Project

While Nova had intended to potentially acquire the remaining 15% interest in the Estelle Project as part of the redomiciliation process to secure full ownership, the requirement to obtain an independent valuation report, and the time needed to complete the report, has made it clear that including this transaction could impact the tight timeline for the U.S. redomicile. Accordingly, the Board has decided to defer the acquisition until after the U.S. redomiciliation is completed.

This announcement has been authorised for release by the Board of Nova Minerals Limited.

Schedule 4

Share Scheme

Scheme of Arrangement made under Section 411 of the Corporations Act 2001 (CTH)

Scheme of Arrangement – Share Scheme

Nova Minerals Limited

ACN 006 690 348

The holders of ordinary fully paid shares issued in Nova Minerals Limited

2026

SCHEME OF ARRANGEMENT – SHARE SCHEME

Under section 411 of the Corporations Act

OPERATIVE PROVISIONS

In this Scheme, except where the context otherwise requires:

ADS means an American Depositary Share.

ADS Depositary means The Bank of New York Mellon.

ADS Holder means a holder of Nova Minerals ADSs.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Settlement means ASX Settlement Pty Ltd ABN 49 008 504 532.

ASX Settlement Rules means the ASX Settlement Operating Rules of ASX Settlement.

Business Day means a business day as defined in the Listing Rules and, to the extent any action must be taken in relation to NASDAQ, a day on which NASDAQ is operating but excludes a day that is a Saturday, Sunday, bank holiday or public holiday in Sydney, Australia or the State of Nevada, United States.

CDI means a CHESS Depositary Interest, being a unit of beneficial ownership in a Nova Minerals Corp Share that is registered in the name of CDN, or beneficial ownership is held by CDN, in accordance with the ASX Settlement Rules.

CDN means CHESS Depositary Nominees Pty Limited ACN 071 346 506.

CHESS means the clearing house electronic sub-register system of security transfers operated by ASX Settlement.

Conditions Precedent means the conditions precedent to this Scheme set out in clause 3.1 of the Scheme Implementation Deed.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Federal Court of Australia or the Supreme Court of New South Wales, or such other court of competent jurisdiction under the Corporations Act.

Depositary Nominee has the meaning given to it in the ASX Settlement Rules.

Deed Poll means the deed poll executed by Nova Minerals Corp, substantially in the form of Schedule 6 to the Scheme Implementation Deed.

Effective means, when used in relation to the Scheme, the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Scheme taking effect pursuant to section 411(10) of the Corporations Act, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date on which the Scheme becomes Effective.

Election Form means the form accompanying the Scheme Booklet, pursuant to which Small Parcel Holders may elect to not participate in the Sale Facility.

Encumbrance means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement and any other security arrangement of any kind given or created and including any possessory lien in the ordinary course of business whether arising by law or contract.

End Date means 31 August 2026, or such later date as agreed to in writing between the parties from time to time.

Excluded Small Parcel Holder means a Small Parcel Holder who has made a valid election referred to in clause 6.9 to not participate in the Sale Facility and will not be treated as a Small Parcel Holder.

Ineligible Foreign Shareholder means any Scheme Participant whose address shown on the Nova Minerals Share Register as at the Record Date is a place outside Australia, New Zealand, United States and such other jurisdictions as determined by Nova Minerals, unless, no less than three Business Days prior to the Scheme Meeting, Nova Minerals and Nova Minerals Corp agree in writing that it is lawful and not unduly onerous or unduly impracticable to issue that Nova Minerals Shareholder with the Scheme Consideration when the Scheme becomes Effective.

Implementation Date means the fifth Business Day after the Record Date, or such other date agreed to in writing by Nova Minerals and Nova Minerals Corp.

Independent Expert means a person to be appointed by Nova Minerals to prepare the Independent Expert’s Report.

Independent Expert’s Report means the independent expert’s report prepared by the Independent Expert for inclusion in the Scheme Booklet, which states the Independent Expert’s opinion in relation to whether the Scheme is in the best interests of Nova Minerals Shareholders, including any updates or amendments to this report made by the Independent Expert.

Listing Rules means the official listing rules of the ASX.

Marketable Parcel has the meaning given to that term in the Listing Rules, with the closing price on the last day of Nova Minerals Shares trading on ASX used to determine this.

NASDAQ means the NASDAQ Stock Market LLC or the NASDAQ Capital Market, as the context requires.

Nova Minerals ADS means an ADS, representing 12 Nova Minerals Shares and which trades on NASDAQ under the ticker code “NVA”.

Nova Minerals Corp, a corporation incorporated in the State of Nevada, United States and whose principal business address is 112 North Curry Street, Carson City, NV 89703, United States.

Nova Minerals Corp CDI means a CDI representing a beneficial interest in 1/12th of a Nova Minerals Corp Share.

Nova Minerals Corp CDI Register means the register of Nova Minerals Corp CDI holders maintained by or on behalf of Nova Minerals Corp.

Nova Minerals Corp Share means a share of common stock of Nova Minerals Corp.

Nova Minerals Corp Share Register means the register of Nova Minerals Corp shareholders maintained by or on behalf of Nova Minerals Corp and maintained in accordance with applicable laws of the State of Nevada.

Nova Minerals Share means a fully paid ordinary share issued in the capital of Nova Minerals.

Nova Minerals Share Register means the register of Nova Minerals shareholders, comprised of the Australian principal and US branch share registers, maintained by or on behalf of Nova Minerals in accordance with the Corporations Act.

Nova Minerals Shareholder means a person who is registered in the Nova Minerals Share Register as the holder of one or more Nova Minerals Shares, from time to time.

NYSE means the New York Stock Exchange.

Record Date means 7.00 pm (Sydney time) on the second Business Day following the Effective Date, or such other date (after the Effective Date) as Nova Minerals and Nova Minerals Corp may agree in writing.

Regulatory Authority has the meaning given under the Scheme Implementation Deed.

Representative means:

Sale Agent means a person appointed by Nova Minerals Corp to administer the Sale Facility and to sell or arrange the sale of Nova Minerals Corp CDIs that would otherwise be issued to or for the benefit of Ineligible Foreign Shareholders or Small Parcel Holders (excluding Excluded Small Parcel Holders) under the terms of the Scheme.

Sale Facility means the facility to be administered by the Sale Agent pursuant to which Ineligible Foreign Shareholders and Small Parcel Holders (excluding Excluded Small Parcel Holders) will have their Scheme Consideration sold on their behalf and have the net proceeds of sale remitted to them under the terms of the Scheme.

Scheme means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act proposed between Nova Minerals and Nova Minerals Shareholders, as set out in this document, together with any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by Nova Minerals Corp and Nova Minerals.

Scheme Booklet means the information booklet to be despatched to all Nova Minerals Shareholders and approved by the Court in connection with the Scheme, including this Scheme, the explanatory statement in respect of the Scheme, the Independent Expert’s Report and the notice of meeting.

Scheme Implementation Deed means the scheme implementation deed dated on or about 3 March 2026 between Nova Minerals and Nova Minerals Corp, as amended or varied from time to time.

Scheme Shares means all of the Nova Minerals Shares on issue on the Record Date.

Second Court Date means the first day on which the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned for any reason, the first day on which the adjourned application is heard.

Scheme Consideration means such number of Nova Minerals Corp CDIs for each Scheme Share held by Scheme Participants and one Nova Minerals Corp Share for 12 Scheme Shares held by US Share Scheme Participants, at 7.00 pm on the Record Date as described in clause 6.3.

Scheme Meeting means the meeting of Nova Minerals Shareholders convened by the Court in relation to the Scheme pursuant to section 411(1) of the Corporations Act and includes any adjournment of that meeting.

Scheme Order means the orders of the Court made under section 411(4)(b) of the Corporations Act (and, if applicable and subject to clause 8.9, section 411(6) of the Corporations Act) in relation to this Scheme.

Scheme Participant means each person who is a Nova Minerals Shareholder (including the ADS Depositary) on the Record Date.

Scheme Transfer means, for each Scheme Participant, a duly completed and executed proper instrument of transfer of the Scheme Shares held by that Scheme Participant for the purposes of section 1071B of the Corporations Act, which may be a master transfer for all Scheme Shares.

Small Parcel Holder means a Scheme Participant who is not an Ineligible Foreign Shareholder and who holds less than a Marketable Parcel of Nova Minerals Shares on the Record Date.

Subsidiaries has the meaning given to that term in section 9 of the Corporations Act.

US Share Scheme Participant means a Share Scheme Participant who is a Nova Minerals Shareholder on Nova Minerals US branch share register.

Trading Day means a trading day as defined in the Listing Rules.

In this Scheme:

Nova Minerals Corp is a corporation incorporated under the laws of the State of Nevada, United States. Nova Minerals Corp’s principal business office is at 112 North Curry Street, Carson City, NV 89703, United States.

Nova Minerals and Nova Minerals Corp have agreed, by executing the Scheme Implementation Deed, to implement the terms of this Scheme and the steps contemplated to follow the implementation of this Scheme, to the extent those steps are required to be done by each of them.

If this Scheme becomes Effective:

This Scheme is conditional upon, and will have no force or effect until, the satisfaction of each of the following conditions:

The satisfaction of each condition in clauses 3.1(a) to 3.1(g) (inclusive) of this Scheme is a condition precedent to the operation of this Scheme.

Subject to clause 4.2, this Scheme will come into effect pursuant to section 411(10) of the Corporations Act on and from the Effective Date.

Without limiting any rights under the Scheme Implementation Deed, this Scheme will lapse and be of no further force or effect (and Nova Minerals Corp is released from any obligations and any liability in connection with this Scheme and the Deed Poll) if:

unless Nova Minerals or Nova Minerals Corp otherwise agree in writing (and, if required, as approved by the Court).

Nova Minerals will lodge with ASIC in accordance with section 411(10) of the Corporations Act an office copy of the Scheme Order as soon as practicable, and in any event by no later than 5.00 pm on the first Business Day after the date on which the Court makes that Scheme Order (or on such other Business Day as Nova Minerals and Nova Minerals Corp agree).

Subject to the Scheme becoming Effective, on the Implementation Date:

Notwithstanding any other provision of this Scheme, while Nova Minerals Corp CDIs forming the Scheme Consideration must be issued (and the Nova Minerals Corp CDI Register updated to record their issuance) on the Implementation Date, any requirements under clause 6 for the sending of holding statements or allotment advices (or equivalent) may be satisfied as soon as practicable after the Implementation Date.

Subject to this Scheme becoming Effective, in consideration of the transfer of the Scheme Shares to Nova Minerals Corp, and subject to the other terms and conditions of this Scheme, on the Implementation Date:

On the Implementation Date, Nova Minerals must procure Nova Minerals Corp to issue:

Where the calculation of the number of Nova Minerals Corp Shares or Nova Minerals Corp CDIs to be issued to a particular Scheme Participant would result in the issue of a fraction of a Nova Minerals Corp Share, then any such fractional entitlement will be rounded up to the nearest whole number of Nova Minerals Corp Shares.

and in each case Nova Minerals Corp entering into the Nova Minerals Corp Share Register the name of each person who is to receive Nova Minerals Corp Shares pursuant to this Scheme.

The obligation of Nova Minerals to procure that Nova Minerals Corp issues Nova Minerals Corp Shares under clause 6.3 will be satisfied by Nova Minerals Corp, on the Implementation Date, procuring the entry in the Nova Minerals Corp Share Register of the name of each US Share Scheme Participant and ADS Holder who is to receive Nova Minerals Corp Shares.

In the case of Scheme Shares held in joint names:

If the Scheme becomes Effective:

Each Scheme Participant warrants to Nova Minerals Corp and is deemed to have authorised Nova Minerals to warrant to Nova Minerals Corp as agent and attorney for the Scheme Participant by virtue of this clause 6.8, that:

Each Small Parcel Holder will be entitled to elect not to participate in the Sale Facility by completing the Election Form and returning it to the address specified on the Election Form so that it is received by the Record Date. An election under this clause 6.9 must be made in accordance with the terms and conditions on the Election Form.

To establish the identity of Scheme Participants, dealings in Nova Minerals Shares will only be recognised if:

Nova Minerals must register any transmission application or transfer received in accordance with clause 7.1 by the Record Date.

Nova Minerals will not accept for registration or recognise for any purpose any transfer, transmission or application in respect of Nova Minerals Shares received after the times specified in clause 7.1, or received prior to such times but not in registrable form, other than a transfer to Nova Minerals Corp in accordance with this Scheme.

If this Scheme becomes Effective, each Scheme Participant, and any person claiming through that Scheme Participant, must not dispose of or purport or agree to dispose of any Scheme Shares or any interest in them after the Record Date.

Subject to issuance of the Scheme Consideration and registration of the transfer to Nova Minerals Corp in accordance with clause 5.2, any statements of holding in respect of Scheme Shares will cease to have effect on the Record Date as documents of title in respect of those shares. On the Record Date, each entry on the Nova Minerals Share Register will cease to have effect except as evidence of entitlement to the Scheme Consideration.

Subject to provision of the Scheme Consideration and registration of the transfer to Nova Minerals Corp, any statements of holding in respect of Nova Minerals Shares will cease to have effect after the Record Date as documents of title in respect of those shares. After the Record Date, each entry current on the Nova Minerals Share Register on the Record Date will cease to have effect except as evidence of entitlement to the Scheme Consideration.

As soon as practicable after the Record Date, and in any event within one Business Day of the Record Date, Nova Minerals will ensure that details of the names, registered addresses and holdings of Nova Minerals Shares for each Scheme Participant, as shown in the Nova Minerals Share Register on the Record Date, are available to Nova Minerals Corp in such form as Nova Minerals Corp reasonably requires.

Each Scheme Participant:

On this Scheme becoming Effective, each Scheme Participant, without the need for any further act, is deemed to have irrevocably appointed Nova Minerals (and all of its directors and officers (jointly and severally)) as its attorney and agent for the purposes of:

and Nova Minerals accepts such appointment. Nova Minerals as attorney and agent of each Scheme Participant, may sub delegate its functions, authorities or powers under this clause 8.2 to all or any of its directors and officers (jointly, severally or jointly and severally).

Each Scheme Participant and Nova Minerals will execute documents and do all things and acts necessary or expedient in order to implement this Scheme.

This Scheme binds Nova Minerals and all Scheme Participants (including those who do not attend the Scheme Meeting, those who do not vote at that meeting or vote against this Scheme) and, to the extent of any inconsistency, overrides the constitution of Nova Minerals.

The Scheme Participants agree to the transfer of their Scheme Shares in accordance with this Scheme and agree to the variation, cancellation or modification of the rights attached to their Scheme Shares constituted or resulting from this Scheme (if any).

Immediately from the time that Nova Minerals Corp has satisfied its obligations under clauses 5.4 and 6 pending registration by Nova Minerals of Nova Minerals Corp in the Nova Minerals Share Register as the holder of the Scheme Shares:

If Nova Minerals Corp considers that it must pay an amount to the Commissioner of Taxation (Commissioner) under Subdivision 14-D of Schedule 1 of the Taxation Administration Act 1953 (Cth) (TAA) in relation to the acquisition of the Scheme Shares from a Scheme Participant, Nova Minerals Corp will:

If the Court proposes to approve this Scheme subject to any conditions or alterations under section 411(6) of the Corporations Act, Nova Minerals may, by its counsel on behalf of all persons concerned, consent to only such of those conditions or alterations to this Scheme to which Nova Minerals Corp has consented, such consent not to be unreasonably withheld or delayed.

Nova Minerals undertakes in favour of each Scheme Participant that it will enforce the Deed Poll against Nova Minerals Corp on behalf of and as agent and attorney for the Scheme Participants.

All duty (including stamp duty), and any related fines, penalties and interest, payable in connection with the transfer by Scheme Participants of the Scheme Shares to Nova Minerals Corp pursuant to the Scheme will be payable by Nova Minerals Corp.

None of Nova Minerals or Nova Minerals Corp nor any of their respective Representatives are liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith.

Schedule 5

Warrant Scheme

Scheme of Arrangement made under Section 411 of the Corporations Act 2001 (CTH)

Scheme of Arrangement – Warrant Scheme

Nova Minerals Limited

ACN 006 690 348

The holders of Nova Minerals Listed Warrants

2026

SCHEME OF ARRANGEMENT – WARRANT SCHEME

Under section 411 of the Corporations Act

OPERATIVE PROVISIONS

In this Scheme, except where the context otherwise requires:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange, as the context requires.

Business Day means a business day as defined in the Listing Rules and, to the extent any action must be taken in relation to NASDAQ, a day on which NASDAQ is operating but excludes a day that is a Saturday, Sunday, bank holiday or public holiday in Sydney, Australia or the State of Nevada, United States.

Conditions Precedent means the conditions precedent to this Scheme set out in clause 3.2 of the Scheme Implementation Deed.

Corporations Act means the Corporations Act 2001 (Cth).

Court means the Federal Court of Australia or the Supreme Court of New South Wales, or such other court of competent jurisdiction under the Corporations Act.

Deed Poll means the deed poll executed by Nova Minerals Corp, substantially in the form of Schedule 7 to the Scheme Implementation Deed.

Effective means, when used in relation to the Scheme, the order of the Court made under section 411(4)(b) of the Corporations Act in relation to the Scheme taking effect pursuant to section 411(10) of the Corporations Act, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date on which the Scheme becomes Effective.

Encumbrance means any encumbrance, mortgage, pledge, charge, lien, assignment, hypothecation, security interest, title retention, preferential right or trust arrangement and any other security arrangement of any kind given or created and including any possessory lien in the ordinary course of business whether arising by law or contract.

End Date means 31 August 2026, or such later date as agreed to in writing between the parties from time to time.

Implementation Date means the fifth Business Day after the Record Date, or such other date agreed to in writing by Nova Minerals and Nova Minerals Corp.

Independent Expert means a person to be appointed by Nova Minerals to prepare the Independent Expert’s Report.

Independent Expert’s Report means the independent expert’s report prepared by the Independent Expert for inclusion in the Scheme Booklet, which states the Independent Expert’s opinion in relation to whether the Scheme is in the best interests of Nova Minerals Listed Warrant Holders, including any updates or amendments to this report made by the Independent Expert.

Listing Rules means the official listing rules of the ASX.

NASDAQ means the NASDAQ Stock Market LLC or the NASDAQ Capital Market, as the context requires.

Nova Minerals Corp, a corporation incorporated in the State of Nevada, United States and whose principal business address is 112 North Curry Street, Carson City, NV 89703, United States.

Nova Minerals Corp Share means a share of common stock of Nova Minerals Corp.

Nova Minerals Corp Warrant means a warrant to acquire a Nova Minerals Corp Share, to be issued on substantially the same terms as a Nova Minerals Listed Warrant, other than any terms which are required to be adjusted to implement this Scheme or the Share Scheme, including any adjustments to the exercise price and the number of Nova Minerals Corp Shares issued upon exercise.

Nova Minerals Corp Warrant Register means the register of Nova Minerals Corp Warrant holders maintained by or on behalf of Nova Minerals Corp and maintained in accordance with applicable laws of the State of Nevada.

Nova Minerals Listed Warrant means a warrant to acquire a Nova Minerals ADS with an exercise price of US$7.266 per warrant, which trades on the NASDAQ under the ticker code “NVAWW”.

Nova Minerals Listed Warrant Holder means each person who is registered in the Nova Minerals Warrant Register as a holder of a Nova Minerals Listed Warrant.

Nova Minerals Unlisted Warrant has the meaning given under the Scheme Implementation Deed.

Nova Minerals Warrant Register means the register of holders of Nova Minerals Listed Warrants and Nova Minerals Unlisted Warrants maintained by or on behalf of Nova Minerals in accordance with the Corporations Act.

Record Date means 7.00 pm (Sydney time) on the second Business Day following the Effective Date, or such other date (after the Effective Date) as Nova Minerals and Nova Minerals Corp may agree in writing.

Regulatory Authority has the meaning given under the Scheme Implementation Deed.

Representative means:

Scheme means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act proposed between Nova Minerals and Nova Minerals Listed Warrant Holders, as set out in this document, together with any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by Nova Minerals Corp and Nova Minerals.

Scheme Booklet means the information booklet to be despatched to all Nova Minerals Listed Warrant Holders and approved by the Court in connection with the Scheme, including this Scheme, the explanatory statement in respect of the Scheme, the Independent Expert’s Report and the notice of meeting.

Scheme Consideration means such number of Nova Minerals Corp Warrants for each Scheme Warrant held by Scheme Participants at 7.00 pm on the Record Date as described in clause 6.3.

Scheme Implementation Deed means the scheme implementation deed dated on or about 3 March 2026 between Nova Minerals and Nova Minerals Corp, as amended or varied from time to time.

Scheme Meeting means the meeting of Nova Minerals Listed Warrant Holders convened by the Court in relation to the Scheme pursuant to section 411(1) of the Corporations Act and includes any adjournment of that meeting.

Scheme Order means the orders of the Court made under section 411(4)(b) of the Corporations Act (and, if applicable and subject to clause 8.8, section 411(6) of the Corporations Act) in relation to this Scheme.

Scheme Participant means each person who is a Nova Minerals Listed Warrant Holder on the Record Date.

Scheme Transfer means, for each Scheme Participant, a duly completed and executed proper instrument of transfer of the Scheme Warrants held by that Scheme Participant for the purposes of section 1071B of the Corporations Act, which may be a master transfer for all Scheme Warrants.

Scheme Warrant means a Nova Minerals Listed Warrant on issue on the Record Date.

Second Court Date means the first day on which the application made to the Court for an order pursuant to section 411(4)(b) of the Corporations Act approving the Scheme is heard or, if the application is adjourned for any reason, the first day on which the adjourned application is heard.

Share Scheme has the meaning given under the Scheme Implementation Deed.

Trading Day means a trading day as defined in the Listing Rules.

In this Scheme:

Nova Minerals Corp is a corporation incorporated under the laws of the State of Nevada, United States. Nova Minerals Corp’s principal business office is at 112 North Curry Street, Carson City, NV 89703, United States.

Nova Minerals and Nova Minerals Corp have agreed, by executing the Scheme Implementation Deed, to implement the terms of this Scheme and the steps contemplated to follow the implementation of this Scheme, to the extent those steps are required to be done by each of them.

If this Scheme becomes Effective:

This Scheme is conditional upon, and will have no force or effect until, the satisfaction of each of the following conditions:

The satisfaction of each condition in clauses 3.1(a) to 3.1(g) (inclusive) of this Scheme is a condition precedent to the operation of this Scheme.

Subject to clause 4.2, this Scheme will come into effect pursuant to section 411(10) of the Corporations Act on and from the Effective Date.

Without limiting any rights under the Scheme Implementation Deed, this Scheme will lapse and be of no further force or effect (and Nova Minerals Corp is released from any obligations and any liability in connection with this Scheme and the Deed Poll) if:

unless Nova Minerals or Nova Minerals Corp otherwise agree in writing (and, if required, as approved by the Court).

Nova Minerals will lodge with ASIC in accordance with section 411(10) of the Corporations Act an office copy of the Scheme Order as soon as practicable, and in any event by no later than 5.00 pm on the first Business Day after the date on which the Court makes that Scheme Order (or on such other Business Day as Nova Minerals and Nova Minerals Corp agree).

Subject to the Scheme becoming Effective, on the Implementation Date:

Notwithstanding any other provision of this Scheme, while Nova Minerals Corp Warrants forming the Scheme Consideration must be issued (and the Nova Minerals Corp Warrant Register updated to record their issuance) on the Implementation Date, any requirements under clause 6 for the sending of holding statements or allotment advices (or equivalent) may be satisfied as soon as practicable after the Implementation Date.

Subject to this Scheme becoming Effective, in consideration of the transfer of the Scheme Warrants to Nova Minerals Corp, and subject to the other terms and conditions of this Scheme, on the Implementation Date: each Scheme Participant will be issued the Scheme Consideration in respect of the Scheme Warrants held by them on the Record Date in accordance with clause 6 of this Scheme.

On the Implementation Date, Nova Minerals must procure Nova Minerals Corp to issue the Scheme Consideration to the Scheme Participants in accordance with clause 6.3(c) of this Scheme.

Where the calculation of the number of Nova Minerals Corp Warrants to be issued to a particular Scheme Participant would result in the issue of a fraction of a Nova Minerals Corp Warrant, then any such fractional entitlement will be rounded up to the nearest whole number of Nova Minerals Corp Warrants.

The obligation of Nova Minerals to procure that Nova Minerals Corp issues Nova Minerals Corp Warrants under clause 6.3 will be satisfied by Nova Minerals Corp, on the Implementation Date, procuring the entry in the Nova Minerals Corp Warrant Register of the name of each person who is to receive Nova Minerals Corp Warrants.

In the case of Scheme Warrants held in joint names:

If the Scheme becomes Effective:

and

Each Scheme Participant warrants to Nova Minerals Corp and is deemed to have authorised Nova Minerals to warrant to Nova Minerals Corp as agent and attorney for the Scheme Participant by virtue of this clause 6.7, that:

Nova Minerals will not accept for registration or recognise for any purpose any exercise of Nova Minerals Listed Warrants received after the date which is two Business Days prior to the Record Date and, after such time, the Nova Minerals Listed Warrants shall not be capable of exercise notwithstanding any terms on which such Nova Minerals Listed Warrants were granted.

Nova Minerals must register any transmission application or transfer received in accordance with clause 7.1 by the Record Date.

Nova Minerals will not accept for registration or recognise for any purpose any transfer, transmission or application in respect of Nova Minerals Listed Warrants received after the times specified in clause 7.1, or received prior to such times but not in registrable form, other than a transfer to Nova Minerals Corp in accordance with this Scheme.

If this Scheme becomes Effective, each Scheme Participant, and any person claiming through that Scheme Participant, must not exercise or dispose, or purport or agree to exercise or dispose, of any Scheme Warrants or any interest in them after the Record Date.

Subject to issuance of the Scheme Consideration and registration of the transfer to Nova Minerals Corp in accordance with clause 5.2, any statements of holding in respect of Scheme Warrants will cease to have effect on the Record Date as documents of title in respect of those warrants. On the Record Date, each entry on the Nova Minerals Warrant Register will cease to have effect except as evidence of entitlement to the Scheme Consideration.

Subject to provision of the Scheme Consideration and registration of the transfer to Nova Minerals Corp, any statements of holding in respect of Nova Minerals Listed Warrants will cease to have effect after the Record Date as documents of title in respect of those warrants. After the Record Date, each entry current on the Nova Minerals Warrant Register on the Record Date will cease to have effect except as evidence of entitlement to the Scheme Consideration.

As soon as practicable after the Record Date, and in any event within one Business Day of the Record Date, Nova Minerals will ensure that details of the names, registered addresses and holdings of Nova Minerals Listed Warrants for each Scheme Participant, as shown in the Nova Minerals Warrant Register on the Record Date, are available to Nova Minerals Corp in such form as Nova Minerals Corp reasonably requires.

Each Scheme Participant:

On this Scheme becoming Effective, each Scheme Participant, without the need for any further act, is deemed to have irrevocably appointed Nova Minerals (and all of its directors and officers (jointly and severally)) as its attorney and agent for the purposes of:

and Nova Minerals accepts such appointment. Nova Minerals as attorney and agent of each Scheme Participant, may sub delegate its functions, authorities or powers under this clause 8.2 to all or any of its directors and officers (jointly, severally or jointly and severally).

Each Scheme Participant and Nova Minerals will execute documents and do all things and acts necessary or expedient in order to implement this Scheme.

This Scheme binds Nova Minerals and all Scheme Participants (including those who do not attend the Scheme Meeting, those who do not vote at that meeting or vote against this Scheme) and, to the extent of any inconsistency, overrides the constitution of Nova Minerals.

The Scheme Participants agree to the transfer of their Scheme Warrants in accordance with this Scheme and agree to the variation, cancellation or modification of the rights attached to their Scheme Warrants constituted or resulting from this Scheme (if any).

Immediately from the time that Nova Minerals Corp has satisfied its obligations under clauses 5.4 and 6 pending registration by Nova Minerals of Nova Minerals Corp in the Nova Minerals Warrant Register as the holder of the Scheme Warrants, Nova Minerals Corp will be beneficially entitled to the Scheme Warrants transferred to it under this Scheme.

If the Court proposes to approve this Scheme subject to any conditions or alterations under section 411(6) of the Corporations Act, Nova Minerals may, by its counsel on behalf of all persons concerned, consent to only such of those conditions or alterations to this Scheme to which Nova Minerals Corp has consented, such consent not to be unreasonably withheld or delayed.

Nova Minerals undertakes in favour of each Scheme Participant that it will enforce the Deed Poll against Nova Minerals Corp on behalf of and as agent and attorney for the Scheme Participants.

All duty (including stamp duty), and any related fines, penalties and interest, payable in connection with the transfer by Scheme Participants of the Scheme Warrants to Nova Minerals Corp pursuant to the Scheme will be payable by Nova Minerals Corp.

None of Nova Minerals or Nova Minerals Corp nor any of their respective Representatives are liable for anything done or omitted to be done in the performance of this Scheme or the Deed Poll in good faith.

Schedule 6

Share Scheme Deed Poll

Deed Poll – Share Scheme

Nova Minerals Corp

Deed Poll relating to proposed Scheme of Arrangement between Nova

Minerals Limited and its members Each registered holder of fully paid ordinary shares in Nova Minerals Limited ACN 006 690 348 of Suite 5 / 242 Hawthorn Road, Caulfield VIC 3161 (Nova Minerals) on the Record Date (Scheme Participants).

2026

THIS DEED POLLis made on                                            2026

BY:

Nova Minerals Corp (Nova Minerals Corp)

FOR THE BENEFIT OF:

BACKGROUND

AGREED TERMS

In this deed:

Deed Poll means this deed poll.

Scheme means the scheme of arrangement pursuant to Part 5.1 of the Corporations Act proposed between Nova Minerals and Nova Minerals Shareholders together with any alterations or conditions made or required by the Court under section 411(6) of the Corporations Act and approved in writing by Nova Minerals and Nova Minerals Corp.

Scheme Participant means each person who is a Nova Minerals Shareholder on the Record Date.

Scheme Consideration means such number of Nova Minerals Corp CDIs for each Scheme Share held by Scheme Participants at 7.00 pm on the Record Date.

Words and phrases defined in the Scheme Implementation Deed have the same meanings in this Deed Poll unless provided otherwise.

Nova Minerals Corp acknowledges that:

The obligations of Nova Minerals Corp under this Deed Poll are subject to the Scheme becoming Effective.

The obligations of Nova Minerals Corp under this Deed Poll to Scheme Participants will automatically terminate and the terms of this Deed Poll will be of no further force or effect, if and only if the Scheme Implementation Deed is terminated in accordance with its terms or the Scheme does not become Effective on or before the End Date, unless Nova Minerals Corp and Nova Minerals otherwise agree in writing.

If this Deed Poll is terminated under clause 3.2, then in addition and without prejudice to any other rights, powers or remedies available to it:

Subject to clause 3, Nova Minerals Corp undertakes in favour of each Scheme Participant to:

Nova Minerals Corp represents and warrants to each Scheme Participant that:

This Deed Poll is irrevocable and, subject to clause 3, remains in full force and effect until the earlier of:

The rights, powers and remedies of Nova Minerals Corp and the Scheme Participant under this Deed Poll are cumulative with the rights, powers or remedies provided by law independently of this Deed Poll.

Nova Minerals Corp will, at its own expense, do all things reasonably required of it by law to give full effect to this Deed Poll and the transactions contemplated by it.