Correspondence 0001493152-24-027167 from Nova Minerals Corp (NVA)
Nova Minerals Corp
Date: July 12, 2024 · CIK: 0001852551 · Accession: 0001493152-24-027167
AI Filing Summary & Sentiment
File numbers found in text: 333-278695
Referenced dates: July 12, 2024
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CORRESP
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Nova
Minerals Limited
Suite
5, 242 Hawthorn Road
Caulfield,
Victoria 3161
Australia
July
12, 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. 7 to Registration Statement on Form F-1
Filed
July 5, 2024
File
No. 333-278695
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 July 12, 2024 (the “Comment Letter”) regarding the Company’s Amendment No. 7 to
Registration Statement on Form F-1 (the “Registration Statement”) filed on July 5, 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 concurrently with this letter filing with the Commission, Amendment No. 8 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
July
12, 2024
Page
2
Amendment
No,. 7 to Registration Statement on Form F-1 filed July 5, 2024
Other
Assets, page 9
1.
We
note that you have disclosures beginning on pages 5, 45 and 58 regarding certain lithium projects associated with your 32.5% interest
in Snow Lake Resources Ltd., including a description of the investee as a “lithium exploration stage company” that will
be “fast-tracking” the development of its lithium mine.
However,
that entity filed a Form 6-K on July 5, 2024 to report that its primary focus over the next year will be to advance the exploration
of its two uranium projects, while taking “a slower, more careful approach” to exploring its two lithium projects.
Please
update your disclosures as necessary to reflect the current exploration efforts and plans of the investee.
Response:
In response to the Staff’s comments, the Company has included disclosures in the Amendment to reflect the current exploration
efforts and plans of Snow Lake Resources Ltd.
General
2.
We
note your disclosure that, prior to this offering, there has been no public market for ADSs representing your ordinary shares or
the warrants. Please describe, where appropriate, the manner of determination of the offering price as well as the exercise price
of warrants, including who established the price or who is formally responsible for the determination of the price, the various factors
considered in such determination and the parameters or elements used as a basis for establishing the price. Please see Item 9.A.2
of Form 20-F.
Response:
In response to the Staff’s comments, the requested disclosure has been included in the Amendment.
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