SEC Form 3 · accession 0001225208-26-006222
Nova Minerals Corp · NVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig Bentley
Officer — Director of Finance & Compl. · Director
Period of report
Jun 16, 2026
Accepted (ET)
Jun 26, 2026 · 7:29 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001852551
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 188,306 | D | ||
| Common StockF1,F2 | holding | — | — | — | 61,000 | I | By Kerse Pty Ltd | |
| Common StockF1,F2 | holding | — | — | — | 52,804 | I | By Speedy Investments Pty Ltd |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F6,F5,F3,F4 | $3.81 | holding | — | — | — | — | Dec 23, 2028 | Common Stock | 260,416 | — | I |
Explanation of responses
- F1Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016 (the "Scheme") between Nova Minerals Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX.
- F2As a director of this entity, the reporting person has voting and investment control over the reported shares of common stock.
- F372,916 of the shares underlying these stock options are fully vested and exercisable. The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones, subject to continuing employment by the reporting person.
- F4These stock options were originally rights to receive ordinary shares of the Predecessor. Under the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share ofCommon Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled.
- F5The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on June 14, 2026. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.
- F6As a director of this entity, the reporting person has voting and investment control over the underlying shares of common stock.
Remarks
Exhibit 24: Power of attorney provided herewith.