SEC Comment Letter for Bunker Hill Mining Corp. (BHLL) (CIK 0001407583) (BHLL) — Feb 28, 2013
Bunker Hill Mining Corp. (BHLL) (CIK 0001407583)
Date: Feb. 28, 2013 · CIK: 0001407583 · Accession: 0000000000-13-011220
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February 2 8, 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. 3 to Registration Statement on Form S -1
Filed February 28, 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.
Part II
Item 15. Sales of Unregistered Securities, page 54
1. We have reviewed your response to comment three. Your response does not appear to
include the common stock held by BG Capital Group, Ltd. and Lookb ack Investments,
Inc. Please revise or advise.
Geoff Browne
Liberty Silver Corp.
February 28 , 2013
Page 2
Item 16. Exhibits, page 57
2. Please amend your registrati on statement to include an up dated consent from your
independent registered public accounting firm.
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.
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 state ment 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 spe cified 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 McAllister, Staff Accountant, at (202) 551 -3341 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 questions on engineering related matters. Pl ease 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.