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
 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 Gerteisen
FirstName LastNameChristopher
Comapany
6.         NameNova
      Please             Minerals Ltd
              file the convertible note facility with Nebari Gold Fund LLP as
an exhibit to your
Augustregistration
       7, 2023 Page statement.
                       2       Refer to Item 601(b)(10) of Regulation S-K.
FirstName LastName
 Christopher Gerteisen
FirstName  LastNameChristopher Gerteisen
Nova Minerals  Ltd
Comapany
August     NameNova Minerals Ltd
       7, 2023
August
Page 3 7, 2023 Page 3
FirstName LastName
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
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FirstName  LastNameChristopher Gerteisen
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Comapany
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         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
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FirstName  LastNameChristopher Gerteisen
Nova Minerals  Ltd
Comapany
August     NameNova Minerals Ltd
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         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
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FirstName  LastNameChristopher Gerteisen
Nova Minerals  Ltd
Comapany
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         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
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FirstName  LastNameChristopher Gerteisen
Nova Minerals  Ltd
Comapany
August     NameNova Minerals Ltd
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         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 18(b) of Form 20-F,
applicable via Item 4(b)
         to Form F-1.
Note 2 Critical Accounting Judgements, Estimates and Assumptions
Exploration and Evaluation Costs, page F-20

32.      We note your disclosures on pages F-14 and F-20 explaining that
exploration and
         evaluation costs have been capitalised on the basis that you "...will
commence commercial
         production in the future," and that "costs are only capitalised that
are expected to be
         recovered either through successful development or sale of the
relevant mining
         interest." You also indicate that you conduct a "regular review" to
determine the extent to
         which costs continue to be capitalized for each area of interest.

         However, on page 1 you clarify that you have no operating revenues and
"do not
         anticipate generating revenues in the foreseeable future," while on
page 18 you clarify that
         "estimated proven or probable mineral reserves, expected mine life and
mineral pricing
         cannot be determined as the exploration programs, drilling, economic
assessments and
         feasibility studies and pit (or mine) design optimizations have not
yet been
         undertaken," and caution that investors "should not rely on the
technical reports,
         preliminary economic assessments or feasibility studies, if and when
completed and
         published," as indications that you will have successful commercial
operations in the
         future.

         Please describe for us the nature of support that you have compiled in
making the
         assessments referenced in your disclosures pertaining to the
capitalization of such
         costs and conducting your recoverability reviews. Please identify the
specific
         authoritative accounting guidance that you have applied in formulating
these accounting
         policies, and clarify how the disclosures on pages 1 and 18, as
referenced above, are not
         inconsistent with your stated policy and having reported the $56.7
million and $74.7
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FirstName  LastNameChristopher Gerteisen
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Comapany
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         million in capitalized exploration and evaluation costs as of June 30,
2023 and December
         31, 2022, respectively, if this is your view.

         Please also expand your disclosure concerning the recoverability
reviews as necessary to
         clarify the frequency with which such reviews are conducted and to
describe the nature
         and scope of the assessments that are conducted pursuant to this
policy to support the
         continued capitalization of costs.
Note 7 Non-Current Assets - Investment in Associate, page F-22

33.      We note your disclosure following the table explaining that you
derecognized the assets
         and liabilities of Snow Lake Resources Ltd. on November 23, 2021, and
recognized a loss
         on deconsolidation. However, in the accompanying tabulation and on
page F-3 and
         elsewhere in the filing you indicate that you recognized a gain on
deconsolidation.

         Please revise your accounting and disclosures as necessary to resolve
these
         inconsistencies.
General

34.      We note you have checked the box on the cover of your filing
indicating that you are
         an emerging growth company. Please add a risk factor that discusses
the reduced
         disclosure requirements applicable to emerging growth companies.
Identify any
         exemptions and scaled disclosures which overlap with those available
to you as both a
         foreign private issuer and an emerging growth company, and clarify
that the described
         exemptions and scaled disclosures as a result of your status as a
foreign private issuer will
         be available to you even if you no longer qualify as an emerging
growth company.
35.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        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 Ken Schuler, Mining Engineer, at (202) 551-3718. 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
 Christopher Gerteisen
Nova Minerals Ltd
FirstName
August 7, 2023 LastNameChristopher Gerteisen
Comapany
Page    9      NameNova Minerals Ltd
August 7, 2023 Page 9
cc:       Jeffrey Fessler
FirstName LastName