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SEC Comment Letter for Bunker Hill Mining Corp. (BHLL) (CIK 0001407583) (BHLL) — Feb 27, 2013

Bunker Hill Mining Corp. (BHLL) (CIK 0001407583)
Date: Feb. 27, 2013 · CIK: 0001407583 · Accession: 0000000000-13-010882

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
February 19, 2013
Author
/s/ John Reynolds
Form
UPLOAD
Company
Bunker Hill Mining Corp. (BHLL) (CIK 0001407583)

Letter

February 2 7, 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. 2 to Registration Statement on Form S -1 Filed February 19, 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 ame ndment 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 amendment to you r filings and the information you provide in response to these comments, we may have additional comments.

Audited Financial Statements for the years ended June 30, 2012 and 2011

Note 11 - Restatement, page F -27

1. We note your tabular disclosure of the r estatement to your financial statements indicates that you previously reported $288,755 of “operation and administration expense” for the year ended June 30, 2011. However, we note you disclose an amount of $575,505 under this label in the audited financi al statements included in your Form S -1/A1 filed on

Geoff Browne Liberty Silver Corp. February 27 , 2013 Page 2

January 24, 2013. Please amend your table to reflect the amounts previously reported in your financial statements.

2. Please amend your Form 10 -K for the year ended June 30, 2012 and Forms 10 -Q for the quarters ended September 30, 2012 and December 31, 2012 to disclose the effects of the restatement.

Part II

Sales of Unregistered Securities, page 54

3. We note the shares issued to Look Back Investments, Inc. on page 56 and that Robert Genovese has voting and disposition control of the shares. We further note that, according to Canada’s SEDI system, Robert Genovese is a 10% shareholder of the company. However, this does not appear to be reflected in prospectu s, including the selling stockholder table on page 14 and the security ownership table on page 49, for example. Please revise your disclosure as appropriate or advise .

We urge all persons who are responsible for the accuracy and adequacy of the disclosur e 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 poss ession 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 regist ration statement please provide a written statement from the company acknowledging that:

 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 to 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 effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Geoff Browne Liberty Silver Corp. February 27 , 2013 Page 3

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibili ties 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 t o the requested effective date of the registration statement.

You may contact Brian McAllister, 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 (20 2) 551 -3333 if you have questions 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

Show Raw Text
February 2 7, 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. 2  to Registration Statement on Form S -1
Filed February 19, 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 ame ndment 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 amendment to you r filings and the information you provide in
response to these  comments, we may have  additional comments.

Audited Financial Statements for the years ended June 30, 2012 and 2011

Note 11 - Restatement, page F -27

1. We note your tabular disclosure of the r estatement to your financial statements indicates
that you previously reported $288,755 of “operation and administration expense” for the
year ended June 30, 2011.  However, we note you disclose an amount of $575,505 under
this label in the audited financi al statements included in your Form S -1/A1 filed on

Geoff Browne
Liberty Silver Corp.
February 27 , 2013
Page 2

 January 24, 2013.  Please amend your table to reflect the amounts previously reported in
your financial statements.

2. Please amend your Form 10 -K for the year ended June 30, 2012 and Forms 10 -Q for the
quarters ended September 30, 2012 and December 31, 2012 to disclose the effects of the
restatement.

Part II

Sales of Unregistered Securities, page 54

3. We note the shares issued to Look Back Investments, Inc.  on page 56 and that Robert
Genovese has voting and disposition control of the shares.   We further note that,
according to Canada’s SEDI system, Robert Genovese is a 10% shareholder of the
company.   However, this does not appear to be reflected in prospectu s, including the
selling stockholder table on page 14 and the security ownership table on page 49, for
example.   Please revise your disclosure as appropriate  or advise .

We urge all persons who are responsible for the accuracy and adequacy of the disclosur e
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 poss ession 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 regist ration statement please provide a written statement from the company
acknowledging that:

 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 to 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 effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Geoff Browne
Liberty Silver Corp.
February 27 , 2013
Page 3

 Please refer to Rules 460  and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibili ties 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 t o the requested effective date of the
registration statement.

You may contact Brian McAllister, 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 (20 2) 551 -3333
if you have questions 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 .