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Nova
Minerals Ltd.

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

June 11, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Karl
    Hiller

    John
    Cannarella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Minerals Ltd
    Amendment
    No. 3 to Registration Statement on Form F-1

    Filed
    May 28, 2024

    File
    No. 333-278695

    Amendment
    No. 4 to Registration Statement on Form F-1

    Filed
    May 31, 2024

    File
    No. 333-278695

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Nova Minerals Ltd., an Australian corporation (“Nova” or 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 June 5, 2024 (the “Comment Letter”) regarding the Company’s Amendments Nos. 3
and 4 to Registration Statement on Form F-1 (the “Registration Statement”) filed on May 28, 2024 and May 31, 2024,
respectively.

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. The Company is concurrently with this letter filing with the Commission, Amendment No.
5 to the Registration Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the
meanings ascribed to such terms in Amendment.

Securities and Exchange Commission

June
11, 2024

Page 2

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.

    Response:
    In response to the Staff’s comments, the requested disclosure has been included in the Amendment.

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.

    Response:
    In response to the Staff’s comments, the requested disclosure has been included in the Amendment.

    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.

    Response:
    In response to the Staff’s comments, the requested disclosure has been included in the Amendment. Please note, that the
    Company’s only indebtedness is its convertible note under the Nebari facility. Prior to the extension of the maturity date
    on this note to November 29, 2025 following shareholder approval, this note was classified as current liability on the Company’s
    balance and following such extension it is now classified as non-current. As this is the Company’s only indebtedness, the
    Company has not classified as “current” or “non-current” on in the Capitalization table. In addition,
    the “Pro Forma” column in the table presents current information regarding capitalization and indebtedness (i.e. within
    60-days of the document), in fact it includes the 2,083,333 ordinary shares issued on June 6, 2024. In addition, the Company has added disclosure in the Amendment to clarify
that the value of its indebtedness has not changed since December 31, 2023 as it pays interest monthly and no principal has been repaid
to date nor will proceeds from the offering be used to repay such indebtedness.

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.

Securities and Exchange Commission

June
11, 2024

Page 3

    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.

    Response:
    In response to the Staff’s comment, the first sentence in the Amendment discloses that the ownership interests
to new investors in the ADS offering will be accretive. The Company also includes the rational for the accretive result. Further the Company
has expanded its disclosure to explain the rationale for presenting the historical net tangible book value per ADS, as requested.

    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.

    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.

    Response:
    In response to the Staff’s comment, a schedule identifying the effective cash cost to directors, senior management and
    affiliated persons of equity securities that have acquired or have obtained the rights to acquire during the past five years is attached
    as Exhibit A to this letter. As shown on Exhibit A, the effective cash cost to directors, management and affiliated persons (US$23.06
    per ADS equivalent) is greater than the assumed offering price to new investors in this offering. Accordingly, the Company respectfully
    submits that the comparison required under Item 9.E. of Form 20-F is not required and as such the Company has removed this
    table in the Amendment.

Securities and Exchange Commission

June
11, 2024

Page 4

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.

    Response:
    In response to the Staff’s comment, the headnotes to all pages of the Company’s interim and annual financial statements
    have been revised in the Amendment 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.

    Response:
    The Company’s asset, the Estelle Gold Project (“Project”) of which it owns an 85% interest located
    in Alaska , USA comprises of 513km2 of State of Alaska mining claims. To date, through both extensive surface sampling
    and 90,000m of drilling, we have discovered a large mineralized corridor over 35km in length, containing over 20 promising prospects,
    which includes 4 already defined significant gold resources containing a combined S-K 1300 compliant resource of 5.2 Moz Au (of
    which approximately 4.4 Moz au is attributable to the Company’s interest), with ongoing exploration and studies continuing
    to increase both the resource size and confidence to reserves, as well as identify new prospects, as the Company progresses
    on its path towards commercial production, with the 1st gold pour currently scheduled for late 2028 as disclosed
    in the Registration Statement.

Securities and Exchange Commission

June
11, 2024

Page 5

    To
    date, the Company has have spent and capitalized approximately A$87 million (US$57 million) on exploration and evaluation
    expenditure on the Project. To assess the appropriateness of continuing to carry forward and capitalize exploration and evaluation
    costs in relation to the Project in accordance with IFRS 6, the Company conducts an assessment annually or more frequently,
    if deemed necessary. This assessment was carried out at both the latest fiscal year and interim periods. As part of this assessment,
    management gathers exploration information and results to review whether any tenements have lapsed or will expire in the near future,
    and if not expected to be renewed, considers current and future expenditures as well as the viability of the resource.

    IFRS
    6 specifically provides that the existence of one or more of the following facts and circumstances indicate that an entity should
    test for impairment. In our assessment we have looked at each of these tests and the reasons for our assessment that no impairment
    is required to the capitalized expenditure are noted below.

    (i)
    The period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

    Nova
    Assessment: None of our tenements have lapsed or been surrendered during either period, and all rents to renew the claims for
    all tenements to September 1, 2024, have been paid on time. The current 513km2 of State of Alaska mining claims which
    comprise the project also include an additional 63km2 of claims which the Company only staked in October 2023 and on which
    it has already discovered a new prospect.  It is the Company’s intention to renew all these tenements when they come due
    again in September 2024.

    (ii)
    Substantive
    expenditure on further exploration for and evaluation of mineral resources in the specific area is not budgeted and planned;

    Nova
    assessment: The Company is committed to furthering the exploration and development of its exploration tenements
    at the Project. As disclosed in the “Use of Proceeds” section in the Registration Statement, we have committed
    70% of our fiscal 2025 budget which was formally approved by the Board on June 11, 2024 to furthering its
    exploration and drilling on the property this year, with a view to increasing both the size and confidence of its resource
    into reserves for future economic studies, as well completing metallurgical, environmental,
    hydrology and other studies, amongst many others, to produce a Feasibility Study in late 2025. The Company is also
    committed to spending a significant portion of its future annual budgets to continue the exploration and studies on the Project
    necessary to get into commercial production in late 2028.

    (iii)
    Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area until further evaluation has been conducted.

Securities and Exchange Commission

June
11, 2024

Page 6

    Nova
    assessment: While to date the Company has not yet completed the extensive economic studies at the Project necessary to
    determine if the large 5.2 Moz gold resources the Company has currently discovered are of commercially viable quantities of
    mineral resources, these studies have commenced and are expected to be completed in late 2025 along with the Feasibility Study. As
    described above, the Company has also committed 70% of its fiscal 2025 budget to continue the drilling, exploration,
    and studies this year necessary to move the resources into reserves to continue to move the Project towards commercial production
    in late 2028.

    (iv)
    Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale

    Nova
    assessment: With a current S-K 1300 compliant resource of 5.2 Moz gold and the current gold price around US$2,300 per
    oz, the Project has