Sec Form 3 Filing - Bentley Craig @ Nova Minerals Corp - 2026-06-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bentley Craig
2. Issuer Name and Ticker or Trading Symbol
Nova Minerals Corp [ NVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Director of Finance & Compl.
(Last) (First) (Middle)
C/O NOVA MINERALS CORP, 6312 SOUTH FIDDLERS GREEN CIRCLE, SUITE
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2026
(Street)
GREENWOOD VILLAGE, CO80111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 188,306 ( 1 ) D
Common Stock 61,000 ( 1 ) I By Kerse Pty Ltd ( 2 )
Common Stock 52,804 ( 1 ) I By Speedy Investments Pty Ltd ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 3.81 ( 5 ) ( 3 ) 12/23/2028 Common Stock 260,416 ( 4 ) I By Kerse Pty Ltd ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bentley Craig
C/O NOVA MINERALS CORP
6312 SOUTH FIDDLERS GREEN CIRCLE, SUITE
GREENWOOD VILLAGE, CO80111
X Director of Finance & Compl.
Signatures
/s/ Ian Pamensky, by Power of Attorney 06/26/2026
Signature of Reporting Person Date
Explanation of Responses:
( 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 a director of this entity, the reporting person has voting and investment control over the reported shares of common stock.
( 3 )72,916 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.
( 4 )These 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.
( 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 )As 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.

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