Form 8-K

8-K — Nova Minerals Corp

Accession: 0001493152-26-031426

Filed: 2026-07-01

Period: 2026-07-01

CIK: 0001852551

SIC: 1040 (GOLD & SILVER ORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 1, 2026

Nova

Minerals Corp

(Exact

name of registrant as specified in its charter)

Nevada

001-42132

42-1800080

(State

or other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

6312

South Fiddlers Green Circle, Suite 300E

Greenwood

Village, Colorado

80111

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, including Area Code: (720) 550-4223

(Former

Name or Former Address, if Changed Since Last Report): Not Applicable

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of exchange on which registered

Common

Stock, $0.001 par value per share

NVA

NYSE

American LLC

Warrants

to purchase Common Stock

NVAWS

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02

Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

July 1, 2026, the Board of Directors (the “Board”) of Nova Minerals Corp (the “Company”), pursuant to applicable

law and the Bylaws of the Company, approved an increase of the size of the Board from five directors to six directors, and appointed

Josh Girnun to the Board to serve as a Class I director, effective immediately. Mr. Girnun was not initially appointed to any committee

of the Board.

compensation for his service on the Board, Mr. Girnun will receive the standard compensation for non-employee directors. There are no

understandings or arrangements with any person pursuant to which Mr. Girnun was selected as a director, and Mr. Girnun is not party to

any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.

The

Board considered the independence of Mr. Girnun under the listing standards of the NYSE American (“NYSE”) and concluded that

he is an independent director under the applicable NYSE standards.

Item

7.01

Regulation

FD Disclosure.

July 1, 2026, the Company issued a press release announcing the appointment of Mr. Girnun to the Board, a copy of which is furnished

as Exhibit 99.1 attached hereto.

The

information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934 and will not be incorporated by reference into any filing under the Securities Act of 1933, except

as expressly set forth by specific reference in that filing.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press release, dated July 1, 2026

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

NOVA

MINERALS CORP

Date:

July 1, 2026

By:

/s/

Ian Pamensky

Ian

Pamensky

Secretary

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Nova

Minerals Appoints Former JP Morgan Metals & Mining Professional to Board as Company Advances U.S. Critical Metals Strategy

Anchorage,

Alaska, July 1, 2026 - Nova Minerals Corp (“Nova Minerals” or the “Company”) is pleased to announce the appointment

of Mr. Joshua Girnun to the Company’s Board of Directors, effective July 1, 2026. Mr. Girnun brings institutional finance and risk

underwriting experience from his background at JP Morgan Chase & Co., where he co-founded a client-facing risk underwriting team

covering the metals and mining, energy, renewables, industrials, oil and gas, and agriculture sectors. He pairs his financial background

with strong technical training, holding two master’s degrees spanning resource finance and geosciences, in addition to an honours

degree and a bachelor’s in geology.

The

appointment of Mr. Girnun comes as Nova enters into what it believes to be a pivotal period of execution. The Company recently completed

its redomiciliation from Australia to the United States, a move designed to align its corporate structure with its predominantly U.S.

asset base, deepen access to American government and institutional capital, and position the Company for broader index inclusion. Concurrently,

Nova is progressing its Estelle Gold and Critical Minerals Project through feasibility, evaluating new project opportunities, and preparing

for near-term production of military-grade antimony trisulfide, supported by a US$43.4 million award from the U.S. Department of War

under the Defense Production Act. The Company believes that Mr. Girnun’s institutional finance experience and technical resource

background will provide meaningful support to the Company as it advances these projects.

JP Morgan, Mr. Girnun co-founded a subject matter expert team that provided independent, cross-sector assessments and due diligence covering

corporate lending, project finance, trade finance and capital markets transactions for large mining and energy clients. He also helped

develop the firm’s internal risk standard for the natural resources sector. Earlier in his career, he held a range of technical

and resource evaluation roles spanning field and desktop geology, project valuation and financial modelling to advance greenfield and

brownfield resource projects, including across Sub-Saharan Africa. Mr. Girnun holds a Master of Science in Metals and Energy Finance

from Imperial College London, a Master of Science in Geosciences from the Hebrew University of Jerusalem, and a Graduate Honours and

Bachelor of Science in Geology from the University of the Witwatersrand. His research has been published in the Journal of Structural

Geology.

Nova

Minerals CEO Christopher Gerteisen commented:

“We

believe that Josh’s experience in evaluating resource transactions at the highest level of institutional finance will be helpful

as the Company executes on its continuing strategy to develop our properties, and his decision to join our Board reflects a level of

conviction in this Company’s assets and trajectory. As Nova moves from development into production, the perspective Josh will bring

across technical geology, project economics and institutional finance is exactly what this next phase demands. His insight will be particularly

valuable now that we have completed our redomiciliation, as the Board oversees the advancement of Estelle through feasibility and our

antimony assets toward production under the Department of War program.”

Mr.

Girnun commented:

“The

Estelle Project is one of the most significant undeveloped gold and critical minerals assets in North America, sitting in a proven belt

with a 220 million ounce gold endowment and backed by a US$43.4 million Department of War commitment on the antimony side. With strong

U.S. government backing on the antimony side and a substantial gold resource in a proven belt, I believe Nova is well positioned as it

advances toward production, and I look forward to helping the Board execute on its vision and strategies.”

About

Nova Minerals Corp

Nova

Minerals Corp is advancing one of the world’s largest undeveloped gold deposits into production and securing a US domestic supply

of the critical mineral antimony. The Company is focused on the exploration and development of the Estelle Gold and Critical Minerals

Project, located in Alaska, a tier-one mining jurisdiction.

Estelle

hosts two defined multi-million-ounce gold resources, and more than 20 prospects distributed along a 35-kilometre mineralized trend,

in the prolific Tintina Gold Belt, a province which hosts a >220 million ounce (Moz) documented gold endowment and some of the world’s

largest gold mines and discoveries including, Kinross Gold Corporation’s Fort Knox Gold Mine. In parallel, Nova is advancing its

critical minerals strategy, fully-funded by a US$43.4 million U.S. Department of War award to develop a domestic antimony supply chain,

targeted for production in late 2026/2027.

Further

discussion and analysis of the Estelle Project is available through the interactive Vrify 3D animations, presentations, and videos, all

available on the Company’s website www.novamineralscorp.com.

Forward

Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section

21E of the Exchange Act which are subject to the “safe harbor” created by those sections. All statements, other than statements

of historical fact, contained in this press release are forward-looking statements and that are subject to substantial risks and uncertainties.

Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,”

“contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,”

“may,” “might,” “plan,” “potential,” “predict,” “project,” “target,”

“aim,” “should,” “will” “would,” or the negative of these words or other similar expressions,

although not all forward-looking statements contain these words. Forward-looking statements include the Company’s statements with

respect to Mr. Girnun’s expected contributions to the Board of Directors and other statements related to the Company’s operations

and strategies. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties,

risks and assumptions that are difficult to predict. Factors that could cause actual results to differ from current expectations include

those factors, and the other risks and uncertainties described in our public filings made from time to time with the SEC, the ASX or

otherwise. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate.

Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such

information except as required under applicable law.

Investor

Relations:

Dave

Gentry, CEO

RedChip

Companies, Inc.

Phone:

1-407-644-4256

Email:

NVA@redchip.com

Nova

Minerals:

Craig

Bentley

Director

craig@novamineralscorp.com

+61 414 714 196

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