SEC Comment Letter for Bunker Hill Mining Corp. (BHLL) (CIK 0001407583) (BHLL) — Feb 4, 2013
Bunker Hill Mining Corp. (BHLL) (CIK 0001407583)
Date: Feb. 4, 2013 · CIK: 0001407583 · Accession: 0000000000-13-006490
AI Filing Summary & Sentiment
Referenced dates: December 10, 2012, December 10, 2012
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February 4 , 2013
Via E -mail
Geoff Browne
Chief Executive Officer
Liberty Silver Corp.
181 Bay Street, Suite 2330
Toronto, Ontario, Canada, M5J 3T3
Re: Liberty Silver Corp .
Amendment No. 1 to Registration Statement on Form S -1
Filed January 24, 2013
File No. 333 -184962
Dear Mr. Browne :
We have reviewed your amended filing 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 amending your registration statement and providing the
requested information . Where 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.
With respect to the comments relating to your Exchange Act filings, p lease respond to
this letter within ten business days by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. 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 any am endment to your filings and the information you provide in
response to these comments, we may have additional comments.
Prospectus cover page
1. We note the disclosure that your common stock is traded on the Grey Market. We also
note the revised risk fac tor. If true, please disclose that your common stock is not traded
on a U.S. securities market and briefly explain the Grey Market.
Geoff Browne
Liberty Silver Corp.
February 4, 2013
Page 2
Prospectus Summary, page 6
2. We note your revised disclosure in response to comment 3 of our letter dated December
10, 2012. However, w e continue to note your disclosure that you presently are engaged
in the development of resource properties. Please revise your disclosure throughout your
prospectus .
Description of Business, page 19
Lease and Sublease Agreement, page 2 6
3. We note your revised disclosure in response to comment 17 of our letter dated December
10, 2012. Please further revise to disclose the steps you are taking, if any, in order to
monitor Renaissance’s compliance with the terms of the Lease and Sublease agre ement.
In this regard, we note that Renaissance’s rights in the Trinity Project are derived from
the Lease and Sublease agreement.
Management’s Discussion and Analysis of Financial Condition an d Results of Operations, page
33
Liquidit y and Capital Res ources, page 36
4. We note your revised disclosure in response to comment 24 of our letter dated December
10, 2012 and we partially reissue the comment. Please revise to expand your disclosure
to include the current status, in this section, of the Earn -In Agreement. For instance, we
note that you expect to incur the required $5,000,000 in exploration expenditures by
March 29, 2013, but it is unclear how much the company has incurred to date. In
addition, p lease address the dilution risk relating to such fi nancing in your risk factor
disclosure.
Audited Financial Statements for the years ended June 30, 2012 and 2011
Statement of Cash Flows, page F -8
5. We note your response to comment 36 from our letter dated December 10, 2012 and see
that you have amended your statement of cash flows to reflect the settlement of the
$150,000 related party notes payable in your cash flows from operating activities.
Howe ver, your disclosures continue to indicate that the related party debt was settled
through the issuance of common shares rather than cash. The statement of cash flows
should only report the cash effects of transactions during a period of an entity’s
opera tions. Please explain how your inclusion of a non -cash transaction complies with
the form and content provisions of FASB ASC Subsection 230 -10-45 or revise your
statement of cash flow accordingly.
Geoff Browne
Liberty Silver Corp.
February 4, 2013
Page 3
Stock Warrants, page F -17
6. We note you expense the fair v alue of warrants issued in conjunction with shares of
common stock in your “Unit” offerings and that you reflect the warrant issuances as
equity transactions in additional paid in capital. We also note that you allocate all of the
proceeds received from t hese offering to the common stock issued. Please explain the
basis for your recognition of expense related to the fair value of the warrants and how
your accounting complies with the FASB ASC Section 815 -40. If you are applying
derivative accounting, p lease explain why you have not recorded an asset or liability
related to these instruments on your balance sheet.
Exhibits
7. We continue to note that Exhibit 10.2 is missing attachments. Please file this agreement
in its entirety with your next amendment. See Item 601(b)(10) of Regulation S -K.
Exhibit 23.1
8. We note your response to comment 42 in our letter date December 10, 2012 and we
reissue the comment. Please have the consent from your independent registered public
accounting firm revised to acknowled ge your reference the firm on page 46 as experts in
accounting and auditing.
Exhibit 99.1
9. We note your response to comment 43 from our letter dated December 10, 2012.
Additionally, we note that your disclosure indicates that your technical report may b e
found on your company website. Please provide disclosure to clarify if your technical
report is filed on the Sedar website and reviewed by the Canadian authorities.
Additionally, please provide disclosure indicating that mineralized materials defined in
your technical report are not recognized by the United States Securities and Exchange
Commission.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the applicable information the Securities Act of
1933, the Securities Exchange Act of 1934 , and the Securities Act and the Exchange Act rules
require. Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:
Geoff Browne
Liberty Silver Corp.
February 4, 2013
Page 4
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Brian McA llister, Staff Accountant, at (202) 551 -3476 or Craig
Arakawa, Senior Staff Accountant, at (202) 551 -3650 if you have questions regarding comments
on the financial statements and related matters. Please contact John Coleman at (202) 551 -3333
if you have q uestions on engineering related matters. Please contact Erin Wilson at (202) 551 -
6047 or me at (202) 551 -3795 with any other questions.
Sincerely,
/s/ John Reynolds
John Reynolds
Assistant Director
cc (via e -mail): Gary Joiner , Esq.