06/26/2026 | Press release | Distributed by Public on 06/26/2026 17:30
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to Buy) | (3) | 12/23/2028 | Common Stock | 343,749(4) | $3.81(5) | D | |
| Performance Rights | (6) | 11/25/2026 | Common Stock | 66,665(7) | $0 | I | By AJ Holdings International Limited(8) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gerteisen Christopher C/O NOVA MINERALS CORP 6312 SOUTH FIDDLERS GREEN CIRCLE, SUITE GREENWOOD VILLAGE, CO 80111 |
X | Chief Executive Officer | ||
| /s/ Ian Pamensky, by Power of Attorney | 06/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents 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. |
| (2) | As the sole shareholder and director of this entity, the reporting person has voting and investment control over the reported shares of common stock. |
| (3) | 93,750 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. |
| (4) | These stock options were originally rights to receive ordinary shares of the Predecessor. Pursuant to the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled. |
| (5) | The 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. |
| (6) | Each performance right represents the right to receive a fully paid share of common stock subject to certain operational and financial milestones prior to the expiration date. |
| (7) | These performance were originally rights to receive ordinary shares of the Predecessor. Pursuant to the Scheme, the performance rights became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled. |
| (8) | As the sole shareholder and director of this entity, the reporting person has voting and investment control over the underlying shares of common stock. |
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Remarks: Exhibit 24: Power of attorney provided herewith. |
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