SecProbe.io

CORRESP
1
filename1.htm

August 18, 2023

Mr. John Coleman

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

    Re:

    Patriot Gold Corp.

    Form 10-K for the Fiscal Year Ended December 31, 2022

    Filed March 21, 2023

    File No. 000-32919

Dear Mr. Coleman:

Set forth below are the responses
of Patriot Gold Corp. (“Patriot”), to comments received from the staff of the Office of Energy & Transportation (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated July 19, 2023, with respect to our Form 10-K
for the fiscal year ended December 31, 2022 (File No. 000-32919) filed with the Commission on March 21, 2023 (the “Form 10-K”).
For your convenience, the text of the Staff’s comments is set forth below in bold followed in each case by our response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 2. Description of Properties, page 8

 1. We note your response to comment 1 and that you have an interest in 4 properties including the Moss
Mine, the Bruner Project, the Vernal Project, and the Windy Peak Project. The summary disclosures should encompass all of your properties,
including both material and non-material properties, and should appear in advance of and incremental to the individual property disclosures.
Please revise this section of your filing to include the required information under Item 1303(b) of Regulation S-K for all properties,
including a map of all properties.

In your response, please provide
a draft of your proposed revisions or amend your filing with the changes identified in the current and prior comment

letter.

Response:

We propose to revise Item 2 as set for the below
(upon approval by the Staff) to be included in future filings with the Commission.

Item 2. Description of Properties.

Introduction

The property disclosures in this Item 2 are presented
in accordance with Regulation S-K 1300 (SK1300), including certain exemptions with respect to disclosures relating to royalty interests.
This Item 2 provides summary information about our overall portfolio of property holdings and royalty interests, as well as more detailed
information about our material property.

      1

Our management periodically reviews the materiality
of individual properties and royalty interests within our portfolio. After considering quantitative and qualitative factors relating to
the properties in which we have an interest in the context of our business operations and financial condition, including all related activities
from exploration through external sale, we determined the only property considered material to our business is our royalty with respect
to the Moss Mine Project.

Our summary and individual property disclosures
are provided in accordance with SK1300, which provides that a registrant with a royalty right may omit certain information required by
the summary and individual property disclosure requirements if the registrant specifies the information to which it lacks access, explains
the reason it lacks the required information and provides all required information that it does possess or which it can acquire without
incurring an unreasonable burden or expense. Our royalty agreement with respect to the Moss Mine Project, which is the only property considered
material to our business, does not require the operator, who is not an affiliate of ours, to prepare technical report summaries or permit
us the access and information sufficient to prepare our own technical report summaries. As a result, our presentation with respect to
such royalty is limited to information we can acquire without unreasonable burden or expense.

With respect to each of our properties excluding
royalty interests, our disclosures in this Item 2 are based on information reviewed and verified by Zachary J. Black, Director and a Qualified
Person for National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

Summary

We do not lease or own any real property for our
corporate offices. We currently maintain our corporate office on a month-to-month basis at 401 Ryland St, Suite 180, Reno, NV 89502. Management
believes that our office space is suitable for our current needs.

Our property holdings as of December 31, 2022
consist of the Vernal Property, the Windy Peak Property, the Rainbow Mountain Property, a royalty with respect to the Moss Mine Project,
and a royalty with respect to the Bruner Gold Project. Our only material property is the Moss Mine royalty.

Patriot Gold Corp Projects Map

      2

Following is summary information regarding both our material and non-material
properties:

    Material Property

    Non-Material Property

    Moss Mine Royalty
    Vernal Property
    Windy Peak Property

    Rainbow Mountain Property (Claims not renewed)

    Bruner Royalty

    Location
    Western Arizona
    Central Nevada
    West Central Nevada
    Northwestern Nevada

    Central Nevada

    The type and amount of ownership interests
    Patriot holds a royalty of 3% of Net Smelter Returns with respect to the original approximately 5 patented mining parcels and approximately 400 unpatented mining claims held by Golden Vertex Corp., and the surrounding 1 mile area of interest
    12 unpatented mining claims on approximately 248 acres
    114 unpatented mineral claims on approximately 2,337 acres

    81 unpatented lode claims on approximately 1,620 acres

    Patriot has opted not to renew its claims with respect to the Rainbow
    Mountain Property

    Patriot holds a royalty of 2% of Net Smelter Returns with respect to the original approximately 26 patented mining claims and approximately 191 unpatented mining claims held by Endeavour Silver Corp., and the surrounding 2 mile area of interest

    Operator

    Golden Vertex Corp.

    Patriot
    Patriot
    Patriot
    Endeavour Silver Corp.

    Titles, mineral rights, leases or options and acreage involved
    Patriot holds a royalty of 3% of Net Smelter Returns with respect to the original approximately 5 patented mining parcels and approximately 400 unpatented mining claims held by Golden Vertex Corp., and the surrounding 1 mile area of interest
    Patriot’s wholly owned subsidiary holds 12 unpatented mining claims on approximately 248 acres, subject to a 3% royalty in favor of MinQuest
    Patriot holds 114 unpatented mineral claims on approximately 2,337 acres

    Patriot holds 81 unpatented lode claims on approximately 1,620 acres

    Patriot has opted not to renew its claims with respect to the Rainbow
    Mountain Property

    Patriot holds a royalty of 2% of Net Smelter Returns with respect to
    the original approximately 26 patented mining claims and approximately 191 unpatented mining claims held by Endeavour Silver Corp., and
    the surrounding 2 mile area of interest

    Stage

    Production

    Exploration
    Exploration
    Exploration
    Exploration

    Key permit conditions
    N/A*
    Not permitted
    Permitted for exploration

    Permitted for exploration

    N/A*

    Mine types and mineralization styles

    Extraction of gold and silver from ore via heap leaching, with resulting
    precipitate smelted into dore bars

    No proven or probable reserves
    No proven or probable reserves
    No proven or probable reserves
    No proven or probable reserves

    Processing plants/ facilities

    N/A*
    None
    None
    None
    N/A*

    Production*
    N/A*
    None
    None
    None

    N/A*

    *The only producing property in which we have an interest is the Moss Mine Project. Because we only hold a royalty interest with respect to such property, we do not have access to the annual production for the area subject to the royalty during the three most recently completed fiscal years without incurring unreasonable expense or burden. We also do not have access to information regarding key permit conditions or processing plants or facilities for properties with respect to which we only hold a royalty interest without incurring unreasonable expense or burden. With respect to key permit conditions generally, operators of the mines that are subject to our royalty interests must comply with environmental, mine safety, land use, water use, waste disposal, remediation and public health laws and regulations promulgated by federal, state, provincial and local governments in the United States.

      3

Summary of Mineral Resources and Reserves

We are not able to provide a summary of mineral
resources and mineral reserves, as determined by a qualified person, at the end of the most recently completed fiscal year by commodity
and geographic area with respect to each property containing 10% or more of our interests in measured and indicated mineral resources
or mineral reserves, because we hold a royalty with respect to the only property that has established resources and reserves and, as a
mere royalty holder, we do not have access to such information without incurring unreasonable burden or expense.

Individual Property Disclosure - Material Property

Moss Mine Project

The Moss Mine Project (“Moss Mine”
or “Moss Mine Project”) is located within the historic Oatman District, 10 miles east of Bullhead City, Arizona and approximately
70 miles southeast of Las Vegas, Nevada. The Moss Mine extracts gold and silver from ore via heap leaching and smelts the resulting precipitate
into dore bars. The operator of the Moss Mine is Golden Vertex Corp. Our agreement with the operator does not require the operator to
prepare technical report summaries or permit us the access and information sufficient to prepare our own technical report summaries otherwise
required under Regulation S-K 1300.

We hold a royalty of 3% of Net Smelter Returns
from the production of minerals from the property. “Net Smelter Returns” means the aggregate proceeds received from time to
time from any smelter or other purchaser from the sale of any minerals, metals or other material of commercial value produced by and from
the covered property, after deducting the cost of transportation and smelting and refining charges. The property covered by the royalty
includes the original approximately 5 patented mining claims and approximately 400 unpatented mining claims held by Golden Vertex Corp.,
and the surrounding 1 mile area of interest. Payment is due within 30 days after the end of each calendar month in which the operator
receives payments for production from the property.

      4

Although we consider the Moss Mine material because
it is the only property in which we have an interest that has proven reserves, we do not own the Moss Mine and do not own or have access
to the current technical data relating to titles, mineral rights, acreage, state of the property, permitting, mining operations, processing
and resource/reserve calculations. Further, obtaining such information would result in an unreasonable burden and expense.

With respect to key permit conditions generally,
operators must comply with environmental, mine safety, land use, water use, waste disposal, remediation and public health laws and regulations
promulgated by federal, state, provincial and local governments in the United States. Although we, as a royalty interest owner, are not
responsible for ensuring compliance with these laws and regulations, failure by the operator to comply with applicable laws, regulations
and permits can result in injunctive action, orders to suspend or cease operations, damages, and civil and criminal penalties on the operators,
which could have a material adverse effect on our results of operations and financial condition.

We have no decision-making authority regarding
the development or operation of the mineral properties underlying

our royalty interest. The operator makes all development
and operating decisions, including decisions about permitting, feasibility analysis, mine design and operation, processing, tailings storage
facility design and operation, plant and equipment matters, and temporary or permanent suspension of operations, as well as estimates
of resources and reserves.

Internal controls for determining and reporting
the mineral resources and mineral reserves are specific to individual projects and are maintained by the operators. In general, mineral
resources and mineral reserves are supported by technical studies relevant to the jurisdictions within which the operators conduct their
financial disclosure, and qualified persons specified by the operators (as determined by the laws and disclosure rules in the applicable
jurisdictions) have endorsed the quality of the work. Our agreements with operators do not give us access to underlying technical data
sufficient to specifically confirm the opinion of the qualified persons for each mineral resource or mineral reserve or the status of
the qualified persons as qualified persons under SK1300.

We do not have access to information regarding
infrastructure, the present condition of the property, the proposed program of development, reserve or resource information, the condition
of equipment and facilities, the history of operations, significant encumbrances or permit conditions, or the book value of the property,
plant or equipment without unreasonable burden or expense.

      5

Individual Property Disclosure - Non-Material
Property

With respect to each of our properties, excluding
the Moss Mine Royalty:

 · our disclosures are based on information reviewed
and verified by Zachary J. Black, Director and a Qualified Person for National Instrument 43-101 (Standards of Disclosure for Mineral
Projects); and

 · we have implemented sampling and analytical quality
assurance and quality control procedures, which we believe are consistent with industry standards, including but not limited to, the following:

    1.
    All sampling is conducted under the supervision of Patriot's exploration personnel or representatives.

    2.
    The chain of custody from the project to the sample preparation facility is monitored and controlled by Patriot's exploration personnel or representatives or its shipping contractors.

    3.
    Samples are collected and stored at the logging or storage facility which include security and monitoring efforts.

    4.
    Samples are labeled with unique sample numbers, bagged, and secured before shipping.

    5.
    Samples are shipped at periodic intervals to an industry accepted ISO accredited lab for further analysis.

    6.
    Control procedures include insertion of reference materials or blanks into the sample stream.

    7.
    Validation of the analytical results are conducted upon receipt of final assay reports by Patriot's exploration personnel or representatives.

    8.
    Until validated and reported publicly, assay results are kept confidential and securely maintained by Patriot's exploration personnel or representatives for completion of validation and compilation of the assay data.

      6

Vernal Property

      7

Acquisition of Interests - Vernal Project

Pursuant to a Property Option Agreement (the “BV
Agreement”), dated as of July 25, 2003, with MinQuest, Inc., a Nevada corporation (“MinQuest”), we acquired the option
to earn a 100% interest in the Bruner and Vernal mineral exploration properties located in Nevada. Together, these two properties
originally consisted of 28 unpatented mining claims on a total of 560 acres in the northwest trending Walker Lane located in western central
Nevada.

To date, we have paid the option payments and
made the expenditures necessary to satisfy the requirements of the BV Agreement and 100% interest in these two properties was therefore
transferred to us, subject to MinQuest retaining a 3% royalty. All mining interests in the properties are subject to MinQuest retaining
a 3% royalty of the aggregate proceeds from any smelter or other purchase