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Nova
Minerals Ltd.

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

April
15, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

  Attention:
  Karl
  Hiller

John
Cannarella

Ken
Schuler

Daniel
Morris

Liz
Packebusch

 Re: Nova
                                            Minerals Ltd

                                            Amendment No. 1 to Draft Registration Statement on Form F-1

                                            Submitted January 31, 2024

                                            File No. 377-06776

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Nova Minerals Ltd., an Australian corporation (the “Company”), to the comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated February 23, 2024 (the “Comment Letter”) regarding the Company’s Amendment
No. 1 to Draft Registration Statement on Form F-1 submitted on January 31, 2024.

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is
restated prior to the response to such comment. We are currently with this letter filing with the Commission on a
non-confidential basis a Registration Statement on Form F-1 (the “Registration Statement”), which
Registration Statement addresses the Commission’s comments in the Comment Letter. Capitalized terms used but not defined
in this letter have the meanings ascribed to such terms in the Registration Statement.

Amendment
No. 1 to Draft Registration Statement on Form F-1

ADS
holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement..., page 30

1. We
                                            note your response to prior comment 13 and reissue it in part. Please provide appropriate
                                            risk factor disclosure to highlight the material risks related to your jury trial waiver
                                            provision, including the potential for increased costs to bring a claim and whether the provision
                                            applies to purchasers in secondary transactions.

Response:
In response to the Staff’s comment, the requested disclosure has been included in the Registration Statement.

Securities
and Exchange Commission

April 15, 2024

Page
2

Contractual
Obligations, page 41

2. We
                                            note your disclosure that Nebari has agreed to waive their conversion right for a period
                                            of 3-months upon notice from you (the “Waiver Period”), which is anticipated
                                            to be given immediately prior to the consummation of this offering, and that if, during the
                                            Waiver Period, the price of your ordinary shares is greater than the conversion price (A$1.02),
                                            then you agreed to pay Nebari $20,000 for each full calendar week that Nebari is unable to
                                            convert all or any part of the Conversion Amount under your agreement with them. Please file
                                            a copy of the written waiver agreement as an exhibit to your registration statement. Refer
                                            to Item 601(b)(10) of Regulation S-K.

Response:
Please be advised that the Company has removed references to the waiver with Nebari as it is no longer expected to be required
and thus not deemed material. All references to such waiver have been deleted in the Registration Statement. The Company did enter
into a Variation Agreement with Nebari on March 6, 2024, which would extend the maturity date of the facility and reduce the conversion
price. This Variation Agreement is filed as an exhibit with the Registration Statement.

Business

The
Estelle Gold Project, page 55

3. Please
                                            revise your mineral resource disclosures to present combined measured and indicated categories,
                                            as required by Item 1304(d)(1) of Regulation S-K

Response:
In response to the Staff’s comment, the requested disclosure has been included in the Registration Statement.

Other
Assets, page 59

4. We
                                            note your response to prior comment 9. Please tell us whether you have immediate plans to
                                            divest prior to the proposed offering. Your revised disclosure is unclear as to our present
                                            intention and the contemplated timing of divestiture.

Response:
In response to the Staff’s comment, we have clarified that the contemplated divestiture would not occur prior to the offering.
In addition, we have clarified in the Registration Statement that we do not intend for the ownership of investment securities
of other companies to be a material part of our operational strategy after the offering

5. Please
                                            revise the Snow Lake mineral resource to present the mineral resource on an attributable
                                            interest basis, and to subdivide the resource into measured, indicated, and inferred categories
                                            as required by Item 1303(b)(3) of Regulation S-K. The price and point of reference should
                                            also be included with the resource.

Response:
In response to the Staff’s comment, the requested disclosure has been included in the Registration Statement.

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Securities and Exchange Commission

April 15, 2024

Page 3

Financial
Statements

Index
to Financial Statements , page F-1

6. Given
                                            that you are undertaking an initial public offering, please address the guidance in Instruction
                                            2 to Item 8.A.4 of Form 20-F.

Response:
Please be advised that the Company has included its financial statements for the 6-month period ended December 31, 2023 in
the Registration Statement.

Report
of Independent Registered Public Accounting Firm, page F-2

7. Please
                                            obtain and file an audit opinion covering your financial statements that includes the date
                                            of the audit report.

Response:
In response to the Staff’s comment, the audit opinion covering our financial statements and including the date of the audit
report is being filed in the Registration Statement.

Note
2. Critical Accounting Judgements, Estimates and Assumptions

Exploration
and Evaluation Costs, page F-20

8. We
                                            note in your response to comment 32 that you have committed 65% of your 2024 budget to continue
                                            exploration activities at Estelle Gold Project. However, on page 40 you disclose that your
                                            future capital requirements are difficult to forecast.

Please
revise your disclosure on page 40 to describe all material cash requirements, including commitments for capital expenditures, as of the
end of the latest fiscal period, to comply with Item 5.B.3 of Form 20-F.

Response:
In response to the Staff’s comment, the requested disclosure has been included in the Registration Statement.

Note
8. Non-Current Assets - Investment in Associate , page F-23

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Securities and Exchange Commission

April 15, 2024

Page 4

9. Given
                                            that you maintain significant influence over Snow Lake Resources Ltd. and account for this
                                            associate pursuant to the equity method, it appears that you should disclose the information
                                            required by paragraph 21(b)(ii) of IFRS 12, including the summarized financial information
                                            listed in paragraphs B12 and B13.

Response:
In response to the Staff’s comment, the requested disclosure has been included in the Registration Statement.

10. Given
                                            that shares of Snow Lake Resources Ltd appear to be actively traded on the NASDAQ Capital
                                            Market, it appears that you should also disclose the fair value of this investment to comply
                                            with paragraph 12 (b)(iii) of IFRS 12.

Response:
In response to the Staff’s comment, the requested disclosure has been included in the Registration Statement.

*****

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Securities and Exchange Commission

April 15, 2024

Page 5

If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067 with any questions or further comments regarding the
responses to the Staff’s comments.

    Sincerely,

    /s/ Christopher
    Gerteisen

    Christopher
    Gerteisen

    Chief
    Executive Officer

cc: Jeffrey
                                            Fessler

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