SecProbe.io

CORRESP
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filename1.htm

January
24, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Joanna Lam and Craig Arakawa

    Re:
    Premium
                                            Resources Ltd.

    Form
    10-K for the Fiscal Year Ended December 31, 2023

    Form
    10-Q for Fiscal Quarter Ended September 30, 2024

    Response
    dated December 20, 2024

    File
    No. 000-14740

Dear
Joanna Lam and Craig Arakawa:

I
am submitting this letter on behalf of Premium Resources
Ltd. (the “Company”), in response to the written comments of the staff (the “Staff”) of the U.S.
Securities and Exchange Commission contained in the Staff’s letter, dated January 8, 2025 (the “Comment Letter”),
in connection with the Company’s Form 10-K for the Fiscal Year Ended December 31, 2023, filed with the SEC on June 28, 2024 (the
“10-K”), and the Company’s Form 10-Q for Fiscal Quarter Ended September 30, 2024, filed with the SEC on November
14, 2024.

For
your convenience, the Company’s responses are set forth below, with the headings and numbered items of this letter corresponding
to the headings and numbered items contained in the Comment Letter. Each of the comments from the Comment Letter is restated in bold
and italics prior to the Company’s response.

Form
10-K for the Fiscal Year Ended December 31, 2023

Selected
Financial Data, page 26

 1. We
                                            note your response to comment 3 and understand that you will revise your disclosures related
                                            to your non-GAAP measure, “Investments in exploration and evaluation of assets”
                                            in future filings to comply with Item 10(e) of Regulation S-K. Please provide us with your
                                            proposed revisions in your response using figures from the fiscal year ended December 31,
                                            2023.

The
Company respectfully acknowledges the Staff’s comment and concurs the measure labeled as “Investment in exploration and evaluation assets” is a non-GAAP measure as currently presented. The Company hereby advises the Staff that if it were to revise its disclosures
in the 10-K, it would eliminate the measure altogether as reflected in the updated Selected Financial Information table included following
comment number 2 below.

Securities
and Exchange Commission

January
24, 2025

Page
2

 2. We
                                            note your response to comment 4 indicates that you will correct the information in your selected
                                            financial data related to total assets and liabilities in future filings. Please provide
                                            the proposed revisions in your response using figures from the fiscal year ended December
                                            31, 2023.

The
Company respectfully acknowledges the Staff’s comment. Included below is the Selected Financial Information disclosure included
in the 10-K with the corrected amounts.

Selected
Financial Information

The
following amounts are derived from the Company’s consolidated financial statements prepared under US GAAP.

*
* *

Securities
and Exchange Commission

January
24, 2025

Page
3

We thank you for your prompt attention to this letter responding to the
Staff’s Comment Letter and look forward to hearing from you at your earliest convenience. Please direct any questions concerning
this filing to the undersigned at (416) 587-6427.

  Sincerely,

  /s/ Peter Rawlins

  Senior Vice President & Chief Financial Officer

  PREMIUM RESOURCES LTD.

    cc:
    Via
                                            Email

    Thomas
    M. Rose, Troutman Pepper Locke LLP

    Nicole
    A. Edmonds, Troutman Pepper Locke LLP