SecProbe.io

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova
 Mineral Limited

 Registration
 Statement on Form F-1

 File
 No. 333-288506

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Monday, July 14, 2025, or as soon thereafter as practicable.

 Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very
 Truly Yours,

 NOVA
 MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:
 Craig
 Bentley

 Title:
 Director
 of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July
10, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on July 9, 2025, in which we
requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on July 10, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby
formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:
 Head
 of Investment Banking

 - 1 -

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
10, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova
 Mineral Limited

 Registration
 Statement on Form F-1

 File
 No. 333-288506

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on July 9, 2025, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Thursday, July 10, 2025, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

 Very
 Truly Yours,

 NOVA
 MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:

 Craig
 Bentley

 Title:
 Director
 of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July
10, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 14, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very truly
 yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:
 Eric Lord

 Title:
 Head of Investment Banking

 - 1 -

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova Mineral Limited

 Registration Statement on Form F-1

 File No. 333-288506

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Thursday, July 10, 2025, or as soon thereafter as practicable.

 Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very Truly Yours,

 NOVA MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:
 Craig Bentley

 Title:
 Director of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
9, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova
 Mineral Limited

 Registration
 Statement on Form F-1

 File
 No. 333-288506

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on July 8, 2025, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Wednesday, July 9, 2025, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

 Very
 Truly Yours,

 NOVA
 MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:
 Craig
 Bentley

 Title:
 Director
 of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July 9, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on July 8, 2025, i n
which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern
time, on July 9, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we
hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:
 Head
 of Investment Banking

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July
 9, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 10, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:
 Head
 of Investment Banking

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July
 8, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 9, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:
 Head
 of Investment Banking

 - 1 -

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova
 Mineral Limited

 Registration
 Statement on Form F-1

 File
 No. 333-288506

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on July 7, 2025, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Tuesday, July 8, 2025, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

 Very Truly Yours,

 NOVA MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:
 Craig Bentley

 Title:
 Director of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July
8, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on July 7, 2025, in which we
requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on July 8, 2025. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby
formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:
 Eric
 Lord

 Title:

 Head
 of Investment Banking

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
8, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova Mineral Limited

 Registration Statement on Form F-1

 File No. 333-288506

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Wednesday, July 9, 2025, or as soon thereafter as practicable.

 Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very Truly Yours,

 NOVA MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:
 Craig Bentley

 Title:
 Director of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 Nova
Minerals Limited

 Suite
5, 242 Hawthorn Road

 Caulfield,
Victoria 3161

 Australia

 July
7, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
D.C. 20549

 Attn:
 Liz
 Packebusch

 Re:
 Nova
 Mineral Limited

 Registration
 Statement on Form F-1

 File
 No. 333-288506

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the "Company")
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Tuesday, July 8, 2025, or as soon thereafter as practicable.

 Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

 Very
 Truly Yours,

 NOVA
 MINERAL LIMITED

 By:
 /s/
 Craig Bentley

 Name:
 Craig
 Bentley

 Title:
 Director
 of Finance and Compliance and Director

 - 1 -

CORRESP
 1
 filename1.htm

 ThinkEquity
LLC

 17
State Street, 41 st Floor

 New
York, NY 10004

 July
 7, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Nova
 Minerals Limited ("Company")
 Registration
 Statement on Form F-1
 (File
 No. 333-288506) (the "Registration Statement")

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 8, 2025 or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 THINKEQUITY
 LLC

 By:
 /s/
 Eric Lord

 Name:

 Eric
 Lord

 Title:
 Head
 of Investment Banking

 - 1 -

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

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 May 22, 2025
 CIK No. 0001852551
Dear Christopher Gerteisen:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Greg Carney
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

    September
    19, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-282224) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on September 23, 2024 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:
    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

September
19, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-282224

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Monday, September 23, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:
    Christopher
    Gerteisen

    Title:
    Chief
    Executive Officer

    -1-

September 12, 2024
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 S-1
Submitted September 5, 2024
CIK No. 0001852551
Dear Christopher Gerteisen:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Greg R. Carney

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

July
22, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 23, 2024 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:
    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

July
22, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Tuesday, July 23, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:
    Christopher
    Gerteisen

    Title:
    Chief
    Executive Officer

    -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

July
18, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on July 17, 2024, in
which we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern
time, on July 18, 2024. We are no longer requesting that the Registration Statement be declared effective at that date and time,
and we hereby formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement,
as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:

    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

July
18, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 17, 2024, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Thursday, July 18, 2024, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:

    Christopher
    Gerteisen

    Title:

    Chief
    Executive Officer

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

July
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 16, 2024, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Wednesday, July 17, 2024, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:

    Christopher
    Gerteisen

    Title:

    Chief
    Executive Officer

    -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

July
17, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on July 16, 2024, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on July 17, 2024. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby
formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:

    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

July
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Thursday, July 18, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:
    Christopher
    Gerteisen

    Title:
    Chief
    Executive Officer

    -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

July
17, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 18, 2024 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:
    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

    July
    16, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on July 17, 2024 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:

    Eric
    Lord

    Title:
    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

July
16, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Wednesday, July 17, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:
    Christopher
    Gerteisen

    Title:
    Chief
    Executive Officer

    -1-

July 12, 2024
Christopher Gerteisen
Chief Executive Officer
Nova Minerals Ltd
Suite 5, 242 Hawthorn Road,
Caulfield, Victoria 3161
Australia
Re:Nova Minerals Ltd
Amendment No. 7 to Registration Statement on Form F-1
Filed July 5, 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. 7 to Registration Statement on Form F-1 filed July 5, 2024
Other Assets, page 58
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.

July 12, 2024
Page 2
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.
            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

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

June
27, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
    Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on June 26, 2024, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on June 27, 2024. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby
formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:

    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

June
27, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
                                            Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on June 26, 2024, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Thursday, June 27, 2024, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:

    Christopher
    Gerteisen

    Title:

    Chief
    Executive Officer

    -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

  June 26,
  2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
                                            Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on June 27, 2024 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

      -1-

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

June
26, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Thursday, June 27, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:
    Christopher
    Gerteisen

    Title:
    Chief
    Executive Officer

      -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

June
17, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Nova
                                            Minerals Limited (“Company”)

    Registration
    Statement on Form F-1

    (File
    No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on June 14, 2024, in which
we requested the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 5:00 p.m. Eastern time,
on June 17, 2024. We are no longer requesting that the Registration Statement be declared effective at that date and time, and we hereby
formally withdraw our prior request for acceleration of the effective date of the above-captioned Registration Statement, as amended.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric Lord

    Title:

    Head of Investment Banking

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

June
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
                                            Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on June 14, 2024, in which we requested for acceleration of the effective date
of the above-referenced registration statement to 5:00 p.m., Eastern Time, on Monday, June 17, 2024, or as soon thereafter as practicable.
At this time, we are no longer requesting that such registration statement be declared effective and we hereby formally withdraw our
request for acceleration of the effective date thereof.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:

    Christopher
    Gerteisen

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Nova
Minerals Limited

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

June
14, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Karl
    Hiller

    John
    Cannerella

    John
    Coleman

    Daniel
    Morris

    Liz
    Packebusch

    Re:
    Nova
    Mineral Limited

    Registration
    Statement on Form F-1

    File
    No. 333-278695

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Nova Minerals Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Daylight Time, on Monday, June 17, 2024, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Very
    Truly Yours,

    NOVA
    MINERAL LIMITED

    By:
    /s/
    Christopher Gerteisen

    Name:
    Christopher
    Gerteisen

    Title:
    Chief
    Executive Officer

      -1-

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

  June 14,
  2024

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Nova Minerals Limited  (“Company”)

                                                                              Registration Statement on Form F-1

                                                                              (File
No. 333-278695) (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 5:00 p.m. Eastern Time on June 17, 2024 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    THINKEQUITY
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

    -1-

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

Nova
Minerals Ltd.

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

  May 13, 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. 1 to Registration Statement on Form F-1

    Filed
    May 3, 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 May 10, 2024 (the “Comment Letter”) regarding the Company’s Amendment No. 1 to
Registration Statement on Form F-1 (the “Registration Statement”) filed on May 3, 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. 2 to the
Registration Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the meanings
ascribed to such terms in Amendment.

Amendment
No,. 1 to Registration Statement on Form F-1 filed May 3, 2024

Note
1 Significant Accounting Policies

Principles
of Consolidation, page F-10

1. We
                                            note your response to prior comment two and disclosures on pages 31 and 43, indicating that
                                            foreign exchange gains and losses reported in your statements of profit or loss and other
                                            comprehensive income are principally due to the revaluation of intercompany loans using the
                                            foreign exchange rate at the end of each period.

Please
revise your disclosure on page F-10 regarding your approach to consolidation, indicating that intercompany transactions are eliminated
in consolidation, to clarify how the revaluation of intercompany loans and resulting gains and losses are handled in the application
of that policy.

Response:
In response to the Staff’s comments, the disclosure on page F-10 in respect of the treatment of unrealized gains and losses
arising from the retranslation of intercompany loans at the reporting date has been amended to state that these unrealized gains
and losses are recorded in our statement of profit or loss and other comprehensive income.

Securities
and Exchange Commission

May 13, 2024

Page 2

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

United States securities and exchange commission logo
May 10, 2024
Christopher Gerteisen
Chief Executive Officer
Nova Minerals Ltd
Suite 5, 242 Hawthorn Road,
Caulfield, Victoria 3161
Australia
Re:Nova Minerals Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed May 3, 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. Unless we note otherwise,
any references to prior comments are to comments in our April 29, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May 3, 2024
Note 1 Significant Accounting Policies
Principles of Consolidation, page F-10
1.We note your response to prior comment two and disclosures on pages 31 and 43,
indicating that foreign exchange gains and losses reported in your statements of profit or
loss and other comprehensive income are principally due to the revaluation of
intercompany loans using the foreign exchange rate at the end of each period.

Please revise your disclosure on page F-10 regarding your approach to consolidation,
indicating that intercompany transactions are eliminated in consolidation, to clarify how
the revaluation of intercompany loans and resulting gains and losses are handled in the
application of that policy.

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 May 10, 2024 Page 2
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
May 10, 2024
Page 2
            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

CORRESP
1
filename1.htm

Nova
Minerals Ltd.

Suite
5, 242 Hawthorn Road

Caulfield,
Victoria 3161

Australia

 May
3,  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

    Registration
    Statement on Form F-1

    Filed
    April 15, 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 April 29, 2024 (the “Comment Letter”) regarding the Company’s Registration Statement
on Form F-1 (the “Registration Statement”) filed on April 15, 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, Amendment No. 1 to the Registration
Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in Amendment.

Registration
Statement on Form F-1 filed April 15, 2024

Recent
Developments, page 9

    1.
    Please
    revise your disclosure here and elsewhere, as appropriate, to describe the consequences if you are unable to obtain shareholder approval
    of the Variation Agreement.

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

    -1-

Securities
and Exchange Commission

May 3, 2024

Page 2

Quantitative
and Qualitative Disclosures about Market Risk

Foreign
Currency Exchange Risk, page 43

    2.
    We
    note that you have recorded foreign exchange gains or losses to your statement of profit or loss and other comprehensive income for
    all periods presented, including a foreign exchange loss of $1,549,439 which represents 17% of your net loss for the 6 months ended
    December 31, 2023. Please address the following:

    ●
    Tell
    us why you believe your current exposure to currency risk is not significant as disclosed on page 43;

    ●
    Tell
    us and disclose the nature of the foreign exchange transactions that give rise to the foreign exchange gains or losses recorded in
    your statement of profit or loss and other comprehensive income for all periods presented; and

    ●
    Your
    tabular disclosure on page F-37 suggests that these foreign exchange gains may relate to intercompany loans. If true, tell us how
    you considered the guidance set forth in paragraphs 15 and 15A of IAS 21 in determining whether settlement is planned or likely to
    occur in the foreseeable future.

Response:
In response to the Staff’s comments, additional disclosure has been included in the Amendment with respect to the foreign currency
exchange risk disclosure to provide more detail that the foreign exchange gains or losses recorded in our statement of profit or loss
and other comprehensive income are principally due to the revaluation of intercompany loans and financial liabilities to the current
applicable foreign exchange rate at the end of each reporting period, and that where possible we mitigate foreign currency exchange risk
by making payment for transactions in the native currency in which the transaction was incurred.

In
response to the Staff’s comment about paragraphs 15 and 15A of IAS 21, we advise that the foreign exchange gains or losses recorded
in the profit or loss and other comprehensive income are principally due to the revaluation of intercompany loans to the current applicable
foreign exchange rate at the end of each reporting period. Settlement of these intercompany loans is planned to occur once mining operations
have commenced and gold has been poured, which as per the timeline on page 8 of the Amendment, is currently planned to occur in late
2028. Based on this we therefore do not consider paragraph 15 to be applicable to our intercompany loans as there is an intention
to pay the loans back. We also do not consider paragraph 15A to be applicable as there is an intention to repay the loans once mining
and the first gold pour commences, which is currently planned to occur in late 2028. These loans also need to be repaid before any dividends
can be paid to the joint venture partners.

Business,
page 61

    3.
    We
    note that your summary of exploration results beginning on page 51 appears to include the results of some samples but not all samples.
    If this is correct, please expand this disclosure to include a discussion of the context and justification for excluding the other
    sample results to comply with Item 1304(g)(2) of Regulation S-K.

    -2-

Securities
and Exchange Commission

May 3, 2024

Page 3

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

    4.
    Please
    remove and refrain from reporting resource estimates that have not been prepared in accordance with Subpart 1300 of Regulation S-K,
    such as the Asra Minerals Limited resource that is disclosed on page 61.

Response:
In response to the Staff’s comment, the resource estimates for Asra Minerals Limited have been removed 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

    -3-

United States securities and exchange commission logo
April 29, 2024
Christopher Gerteisen
Chief Executive Officer
Nova Minerals Ltd
Suite 5, 242 Hawthorn Road,
Caulfield, Victoria 3161
Australia
Re:Nova Minerals Ltd
Registration Statement on Form F-1
Filed April 15, 2024
File No. 333-278695
Dear Christopher Gerteisen:
            We have reviewed your 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.
Registration Statement on Form F-1 filed April 15, 2024
Recent Developments, page 9
1.Please revise your disclosure here and elsewhere, as appropriate, to describe the
consequences if you are unable to obtain shareholder approval of the Variation
Agreement.
Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Risk, page 43
2.We note that you have recorded foreign exchange gains or losses to your statement of
profit or loss and other comprehensive income for all periods presented, including a
foreign exchange loss of $1,549,439 which represents 17% of your net loss for the 6
months ended December 31, 2023.  Please address the following:

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 April 29, 2024 Page 2
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
April 29, 2024
Page 2
•Tell us why you believe your current exposure to currency risk is not significant as
disclosed on page 43;

•Tell us and disclose the nature of the foreign exchange transactions that give rise to
the foreign exchange gains or losses recorded in your statement of profit or loss and
other comprehensive income for all periods presented; and

•Your tabular disclosure on page F-37 suggests that these foreign exchange gains may
relate to intercompany loans.  If true, tell us how you considered the guidance set
forth in paragraphs 15 and 15A of IAS 21 in determining whether settlement is
planned or likely to occur in the foreseeable future.
Business, page 61
3.We note that your summary of exploration results beginning on page 51 appears to
include the results of some samples but not all samples. If this is correct, please expand
this disclosure to include a discussion of the context and justification for excluding the
other sample results to comply with Item 1304(g)(2) of Regulation S-K.
4.Please remove and refrain from reporting resource estimates that have not been prepared
in accordance with Subpart 1300 of Regulation S-K, such as the Asra Minerals Limited
resource that is disclosed on page 61.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

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.

    -2-

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

    -3-

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.

*****

    -4-

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

    -5-

United States securities and exchange commission logo
February 23, 2024
Christopher Gerteisen
Chief Executive Officer
Nova Minerals Ltd
Suite 5, 242 Hawthorn Road,
Caulfield, Victoria 3161
Australia
Re:Nova Minerals Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 31, 2024
File No. 377-06776
Dear Christopher Gerteisen:
            We have reviewed your amended registration statement and have the following
comments.
            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. Unless we note otherwise,
any references to prior comments are to comments in our August 7, 2023 letter.
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.
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

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 February 23, 2024 Page 2
 FirstName LastNameChristopher Gerteisen
Nova Minerals Ltd
February 23, 2024
Page 2
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.
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.
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 your
present intention and the contemplated timing of divestiture.
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.
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.
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.
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.

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 February 23, 2024 Page 3
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
February 23, 2024
Page 3
Note 8. Non-Current Assets - Investment in Associate , page F-23
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.
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.
            Please contact John Cannarella at 202-551-3337 or Karl Hiller at 202-551-3686 if you
have questions regarding comments on the financial statements and related matters. Please
contact Liz Packebusch at 202-551-8749 or Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey Fessler

United States securities and exchange commission logo
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

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 August 7, 2023 Page 2
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
August 7, 2023
Page 2
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.

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 August 7, 2023 Page 3
 FirstName LastName
Christopher Gerteisen
Nova Minerals Ltd
August 7, 2023
Page 3
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

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 August 7, 2023 Page 4
 FirstName LastNameChristopher Gerteisen
Nova Minerals Ltd
August 7, 2023
Page 4
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

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 August 7, 2023 Page 5
 FirstName LastNameChristopher Gerteisen
Nova Minerals Ltd
August 7, 2023
Page 5
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

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 August 7, 2023 Page 6
 FirstName LastNameChristopher Gerteisen
Nova Minerals Ltd
August 7, 2023
Page 6
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

 FirstName LastNameChristopher Gerteisen
 Comapany NameNova Minerals Ltd
 August 7, 2023 Page 7
 FirstName LastNameChristopher Gerteisen
Nova Minerals Ltd
August 7, 2023
Page 7
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