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August 7, 2023
Christopher Gerteisen
Chief Executive Officer
Nova Minerals Ltd
Suite 5, 242 Hawthorn Road,
Caulfield, Victoria 3161
Australia
Re:Nova Minerals Ltd
Draft Registration Statement on Form F-1
Submitted July 10, 2023
File No. 377-06776
Dear Christopher Gerteisen:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted July 10, 2023
Mineral Resource Estimate, page 4
1.We note that resources and reserves reported in your filing and in the Technical Report
Summary at Exhibit 96.1 appear to be presented on a 100% basis, rather than being
limited to mineralization associated with your interests.

As such, it appears that you will need to revise your filing to disclose only that portion of
the resources and reserves that are attributable to your ownership interest to comply with
Item 1303(b)(3)(iii) of Regulation S-K.

Please also discuss this requirement with the qualified persons associated with the

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Technical Report Summary as you will need to obtain and file a revised exhibit that is
similarly oriented in reflecting only your interests in the properties or projects, consistent
with Instruction 1 to paragraphs (b)(96)(iii)(B)(11) and (12) to Item 601(b)(96) of
Regulation S-K.
2.Please expand your resource and cutoff grade disclosures here and elsewhere in the filing
to include a description of your cutoff grade calculation, and the parameters (e.g., prices
and costs) that were used to determine the cutoff grades for your resource estimates,
consistent with the requirements in Item 1304(f)(1) and (2) of Regulation S-K. Your
disclosures should also clarify whether the estimates are based on an economic break-even
cutoff grade, or a marginal cutoff grade.
As a foreign private issuer, we are permitted to rely on exemptions, page 35
3.We note your disclosure at page 74.  Please expand this risk factor, or add a new one, to
address the risk that your home jurisdiction does not impose defined corporate governance
standards, except in limited circumstances.  Your revised disclosures should explain the
significance to investors.
Use of Proceeds, page 38
4.We note you expect to use the net proceeds from this offering for the development of your
Estelle Gold Project and for general working capital. Please disclose the estimated net
amount of the proceeds broken down into each principal intended use thereof. If you are
not able to disclose specific plans for the net proceeds please discuss the principal reasons
for the offering. Refer to Item 3.C.1 of Form 20-F as contemplated by Item 4.a of Form F-
1.
Selected Consolidated Financial Data, page 42
5.We note that your two tables on page 42 include the header "(A$, except share amounts)"
although the share amounts included therein appear to correspond to earnings (loss) per
share as presented on pages F-3 and F-41, which appear to be shown in A$.

Please revise your presentation as necessary to clarify or resolve this apparent
inconsistency. Please also resolve the discrepancy pertaining to your summary of revenue
and other income for those periods in which you are reporting interest income in your
financial statements.
Management's Discussion and Analysis
Contractual Obligations, page 47
6.Please file the convertible note facility with Nebari Gold Fund LLP as an exhibit to your
registration statement. Refer to Item 601(b)(10) of Regulation S-K.

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The Estelle Gold Project, page 52
7.Please expand your individual material property disclosure to include a description of, and
map showing, the location of your material property within 1 mile, using an easily
recognizable coordinate system, to comply with Item 1304(b)(1)(i) of Regulation S-K.
8.Please expand your disclosures to include the following information for each material
property/project:

•Identifying information, such as the property name, mining concession name or
number, and dates of recording and expiration, having details sufficient to distinguish
your concession from other concessions that may exist near your properties.

•A description of all interests in your properties, including the terms of all underlying
agreements and/or royalties.

•A description of the process by which mineral rights are acquired at this
location, including the basis for establishing the mineral rights, and the duration of
the mineral rights, including surface rights, mining claims and/or concessions.

•A description of any conditions that must be met in order to obtain or retain title to
the property, any rights held by any other company on the property, such as surface
and/or mineral rights, quantification and timing of all necessary payments,
including annual maintenance fees, and the identity of the party who is responsible
for paying these amounts.
•The total cost or book value of your property, and the associated plant and
equipment.

Please ensure that you fully discuss the material terms of the land or mineral rights
securing agreements, as required by Item 1304(b) of Regulation S-K.
Other Assets, page 60
9.We note your disclosure that you own interests in companies that partially provide a
hedge against fluctuations in the gold price.  In this regard, please discuss whether owning
investment securities of other companies will be a material part of your business after this
offering.
10.Please expand your disclosures to provide complete summary property details, including
the locations and descriptions of minerals rights for your material and non-material
properties, as required by Item 1303(b) of Regulation S-K.
Our Opportunity, page 60
11.We note your disclosure compares the significance of the Estelle Gold Project to the

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Carlin Gold Trend.  We also note disclosures that refer to the project as "truly tier one"
and otherwise tout the attributes of the project.  However, your risk factor disclosures
appear to indicate that considerable uncertainty remains regarding these attributes.  Please
make appropriate revisions to reconcile your disclosures.
Service Agreements, page 70
12.We note your disclosure that certain of your key personnel have service agreements as at
June 30, 2023. Please file executed versions (rather than "forms of") each of your
employment contracts as required by Item 601(b)(10) of Regulation S-K, as contemplated
by Item 8 of Form F-1. In the alternative, confirm if true that these agreements are not
required to be publicly filed in your home country, are not otherwise publicly disclosed,
and therefore are not filed based on Item 601(b)(10)(iii)(C)(5) of Regulation S- K.
Jury Trial Waiver, page 95
13.We note your disclosure that the deposit agreement contains a jury trial waiver that is
applicable to any claim under the U.S. federal securities laws. Please provide
appropriate risk factor disclosure to highlight the material risks related to this provision,
including the possibility of less favorable outcomes, uncertainty regarding its
enforceability, the potential for increased costs to bring a claim, whether it may
discourage or limit suits against you and whether the provision applies to purchasers in
secondary transactions.
Enforceability of Civil Liabilities, page 103
14.We note your disclosure in this section that certain of your directors are non-residents of
the United States. We further note disclosure in your corresponding risk factor at page 36
that certain members of your senior management and board of directors are non-residents
of the United States. Please revise to clarify whether any of your executive officers
are non-residents of the United States.
Exhibits and Financial Statement Schedules
Exhibit 96.1, page E-1
15.The Technical Report Summary that you have filed as support for your disclosures of
mineral resources and reserves does not include all of the content prescribed by Item
601(b)(96) of Regulation S-K. We have identified the information that should be provided
in the remaining comments in this letter. Please discuss these observations with the
qualified persons involved in preparing the report and arrange to obtain and file a revised
Technical Report Summary that includes all of the required information.
Property Description, page E-24
16.A description and map showing the location of the property within one-mile, using an
easily recognizable coordinate system, is required by Item 601(b)(96)(iii)(B)(3)(i) of

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Regulation S-K.
Geological Setting, Mineralization and Deposit, page E-32
17.At lease one stratigraphic column and one cross-section of the local geology is required by
Item 601(b)(96)(iii)(B)(6)(iii) of Regulation S-K.
Exploration, page E-33
18.A plan map showing the locations of drill holes and/or sample locations is required by
Item 601(b)(96)(iii)(B)(7)(v) of Regulation S-K.
Sample Preparation, Analyses, and Security, page E-38
19.The opinion of the qualified person regarding the adequacy of the sample preparation,
security, and analytical procedures is required by Item 601(b)(96)(iii)(B)(8)(iv) of
Regulation S-K.
Data Verification, page E-39
20.The opinion of the qualified person regarding the adequacy of the data and verification
procedures is required by Item 601(b)(96)(iii)(B)(9)(iii) of Regulation S-K.
Mineral Processing and Metallurgical Testing, page E-46
21.A description of the sorting test results and process recoveries/formulation (volume and
grade), as used in the cash flow analysis, and the opinion of the qualified person on the
adequacy of the metallurgical data, are required by Item 601(b)(96)(iii)(B)(10) and (10)(v)
of Regulation S-K.
Global Mineral Resource Estimates, page E-60
22.We note that a cut-off grade estimate has been provided with the resource disclosure
though it appears the qualified person has been unable to verify the estimate with the
information you have provided.

The cut-off grade calculation and methodology along with the underlying price/cost
parameters (e.g., prices, unit costs and definitions) should be provided to comply with
Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K.
23.We note the cutoff grade in Table 11-1 on page 60 is 0.20 g/t, but elsewhere in your report
e.g., page 78, the cutoff grade is reported as 0.25 g/t.  Please review this disclosure and
correct as necessary. Please also reconcile the cutoff grade parameters on page 10 and
elsewhere with the disclosures on page 81.
Table 13-2, page E-79
24.The tables on pages 79, 88, 138, and 139 should be revised as necessary to enhance

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readability, i.e. clarity and focus. Please ensure that all tables in the Technical Report
Summary and any corresponding details in your filing are clearly legible.
Particle Sorting, page E-94
25.We understand that sorting is a major component of your metallurgical process, in which a
significant amount of waste material is removed prior to conventional processing.  The
Technical Report Summary should include a life of mine (LOM) table, showing the
annual tonnages and grade for each process stream, such as the material feed (ore and
stockpile) to the crusher, fine material generated by crushing, material feed to the sorter,
the resultant sorted mill product, the sorted waste product, and the combined fines with
final sorted product or resultant mill feed, along with the associated
recoveries/assumptions used to generate these values.
Environmental Studies, Permitting, Agreements with Local Individuals or Groups, page E-115
26.The opinion of the qualified person as to the adequacy of current plans for environmental
compliance, permitting, and addressing issues with local individuals or groups is required
by Item 601(b)(96)(iii)(B)(17)(vi) of Regulation S-K.
Capital and Operating Costs, page E-127
27.An estimate for the fine grind and leach processing capital cost should be provided and the
estimates for plant infrastructure costs under this heading and the corresponding amounts
in the cash flow analysis should be consistent.
28.We note that figures shown in the table of operating costs on page 131 under the column
for "$/t Through Process" appear to be based on several different divisors, such as RPM
Ore Transported, Korbel Ore Processed, Mill Feed, Total Ore Mined, Ore Rehandled, and
an unknown factor for Fine Grind & Leach.

These divisors should be clearly identified in this section and along with any and all
corresponding disclosures in your filing; you may also revise to utilize a uniform divisor
such as $/tonne - mill feed.  This comment may also be applicable to the cutoff grade cost
parameters and calculations.
Economic analysis, page E-134
29.We note that financial metrics indicating potential economic viability using free cash flow
are presented.  However, a tabulation showing the after-tax cash flows, with appropriate
line items, such as DD&A, taxes, and royalties, along with the associated financial metrics
using the after-tax cash flows should be presented to demonstrate your individual project’s
potential economic viability to comply with Item 601(b)(96)(iii)(B)(19) of Regulation S-
K.
30.As it appears that inferred resources have been included in the cash flow analysis in the
Initial Assessment, additional disclosures, including an economic analysis that excludes

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the inferred resources, are required to comply with Item 1302(d)(4)(ii) and Item
601(b)(96)(iii)(B)(19) of Regulation S-K.
Financial Statements
Note 1 Significant Accounting Policies, page F-8
31.We note that you have disclosure on pages 16 and 42 indicating that your financial
statements were prepared in accordance with IFRS, as issued by the IASB.  However, the
audit opinion on page F-2 and your disclosures on pages F-9 and F-46 indicate that the
financial statements were prepared in accordance with International Financial Reporting
Standards, without clarifying whether these were as issued by the IASB.

Please revise as necessary to clarify whether you have applied International Financial
Reporting Standards, as issued by the IASB, for all periods.  If this is the case, please also
confer with your auditor to obtain and include with your next amendment a corresponding
audit opinion.  However, if this is not the case, please revise as necessary to provide the
information required by Item 17(c) and Item