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June 5, 2024
Christopher Gerteisen
Chief Executive Officer
Nova Minerals Ltd
Suite 5, 242 Hawthorn Road,
Caulfield, Victoria 3161
Australia
Re:Nova Minerals Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed May 28, 2024
Amendment No. 4 to Registration Statement on Form F-1
Filed May 31, 2024
File No. 333-278695
Dear Christopher Gerteisen:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-1
Prospectus Summary
Recent Developments, page 9
1.We note your disclosure regarding certain matters which were subject to shareholder vote
at your May 31, 2024 General Meeting, relating to the Nebari Variation Agreement and
the April 2024 Financing. Please update your disclosure here and throughout.

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 June 5, 2024 Page 2
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
June 5, 2024
Page 2
Capitalization , page 34
2.We note that the assumptions included in the bullet points preceding the table do not
provide adequate detail to reconcile the actual to the adjusted columns.  For example, we
note the following:

•the amount of proceeds received from the exercise of options in February and April
of 2024 is omitted in the penultimate bullet point; and

•the amount of proceeds anticipated in your offering are omitted in the last bullet
point.

Please quantify all assumptions utilized in the calculation of pro forma and adjusted
columns presented in your capitalization table and provide such further details as may be
necessary to reconcile the amounts to any corresponding information elsewhere in your
filing, as may include the disclosures on page 33.
3.Please revise your presentation to include and to differentiate between indebtedness and
capitalization as of a date within 60 days of the document, and to retitle your presentation
as a statement of capitalization and indebtedness, to comply with Item 3.B of Form 20-F.
Dilution, page 35
4.We note your disclosure in the first sentence explaining that ownership interests of
investors in the ADS offering will be immediately diluted, based on your calculations of
net tangible book value per ADS.  However, the amounts depicted in your table indicate
the opposite will occur. Please revise your disclosures and calculations as necessary to
resolve this apparent inconsistency.

Please also expand your disclosures to clarify that since you presently have no outstanding
shares covered by ADS's, your disclosures of historical net tangible book value per ADS
are purely hypothetical in ascribing value to ADS's, and in calculating the effect of the
offering on net tangible book value per ADS; the methodology and your rationale in
depicting the hypothetical historical net tangible book value per ADS and the change
attributed to the offering in this manner, should be clear.

Please also discuss the reasons for the accretive result as it relates to the disparity between
the offering price and net tangible book value. For example, discuss you view on the
extent to which prospects associated with the amounts capitalized as exploration and
evaluation assets are reflected in your market capitalization.
5.We note your disclosures in the second-to-last paragraph on page 36 identifying numerous
arrangements, under which various parties have rights to acquire your securities, that have
been excluded in your comparison of the public contribution in the proposed offering and
certain amounts ascribed to present shareholders.

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 June 5, 2024 Page 3
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
June 5, 2024
Page 3
Please revise as necessary to address the requirements in Item 9.E of Form 20-F, which
requires a comparison of the public contribution in the proposed offering and the effective
cash cost to directors, senior management, and affiliated persons of equity securities that
such persons have acquired or have obtained the rights to acquire during the past five
years, i.e. where the consideration exchanged or to be exchanged is cash.

Provide us with a schedule identifying the transactions in which shares and rights to
acquire shares have been conveyed to such individuals, including the identity of the
individuals, the amounts of cash consideration received or to be received upon exercising
the rights, and the dates of those transactions.

If present shareholders include individuals that do not fall within this category as defined
you may present corresponding information as a separate category.
Financial Statements
General, page F-1
6.Please revise the headnotes to all pages of your interim and annual financial statements to
identify the currency utilized in the various statements and tabulations.
Note 2 Critical Accounting Judgements, Estimates and Assumptions
Exploration and Evaluation Costs, page F-20
7.We note that your offering price of $9.00 per ADS is significantly below your historical
book value per ADS, that your shares actively trade on the ASX at prices materially below
your historical book value per share, and that the carrying amount of your exploration and
evaluation assets exceed your market capitalization.

Please tell us how you assessed your exploration and evaluation costs for impairment as of
the end of your most recently completed fiscal year and interim period, in concluding that
no impairment had occurred, and provide us with impairment tests that you performed in
formulating your view as of these dates.

However, if you have not conducted impairment testing pursuant to IAS 36, based on the
guidance in paragraph of 20 of IFRS 6, tell us how you evaluated the circumstances noted
above, including any existing data pertaining to the recoverability of the carrying
amounts, and provide us with a schedule listing the material properties, the related
capitalized costs, and for each property the amounts that are presently included in an
approved budget and planned for further evaluation.

In each case, specify the dates of the approved budgets, the periods for which the
expenditures are planned, and explain to us how you would characterize the planned
expenditures as substantive, relative to the evaluation that would be necessary to complete
your evaluation, and determine the extent of any resources or reserves.

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 June 5, 2024 Page 4
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
June 5, 2024
Page 4
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering comments, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey Fessler