SecProbe.io

May 16, 2025
Corey Dias
Chief Executive Officer
ANFIELD ENERGY INC.
2005-4390 Grange Street, Burnaby
British Columbia, Canada, V5H 1P6
Re:ANFIELD ENERGY INC.
Draft Registration Statement on Form 20-F
Submitted April 22, 2025
CIK 0001519469
Dear Corey Dias:
            We have reviewed your draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 20-F
Item 3. Key Information
B. Capitalization and Indebtedness, page 5
1.Please revise to describe whether your indebtedness is guaranteed or unguaranteed,
secured or unsecured.  In addition, indebtedness also includes indirect and contingent
indebtedness.  Refer to Item 3.B. of Form 20-F.
D. Risk Factors
There is substantial doubt regarding our ability to continue as a going concern, page 6
We note your disclosure that management has initiated a strict cost control program to
effectively control expenditures, and that as a result of these cost control measures, it 2.

May 16, 2025
Page 2
is expected that the current cash position will be sufficient to fund your needs for the
2025 fiscal year. However, we also note your disclosure on page 47 that there is
material uncertainty that casts significant doubt about your ability to continue as a
going concern, subsequent to December 31, 2024. Please revise your disclosure to
reconcile this apparent inconsistency or advise.  Also, expand your disclosure to
describe management's strict cost control program in more detail.
In connection with a potential Nasdaq listing of the Common Shares, as a foreign private
issuer, we intend to follow certain home country, page 9
3.We note your disclose that you currently intend to follow certain home country
corporate governance practices instead of those otherwise required under the Nasdaq
rules for U.S. issuers. Please expand your disclosure to identify the home country
corporate governance practices you currently intend to follow.
Item 4. Information on the Company
B. Business Overview, page 16
4.Please expand your disclosure to include a plan of operations and provide information
comparable to the information required by Item 101(a)(2) of Regulation S-K. Refer to
Paragraph 2 of Instructions to Item 4.B of Form 20-F.
General Development of the Business, page 16
5.We note your disclosure on pages 1 and 10 that you are an energy metals exploration,
development and near-term production company that is committed to becoming a top-
tier energy-related fuels supplier by creating value through sustainable, efficient
growth in its energy metals assets. However, we also note your disclosure on page 16
that you are a uranium and vanadium development company which holds all of its
mining assets in the United States. Please revise to disclose whether you intend to
explore and develop energy metals beyond uranium and vanadium.
Property, Plants and Equipment, page 17
6.We note that you have included a summary of your mineral properties, including your
material properties and the Shootaring Canyon Mill.  Based on your disclosure on
page 15 of your financial statements it appears that you have other mineral properties,
such as the Newsboy Gold and Artillery Peak.  Please expand your mineral
property disclosure to include summary disclosure for all properties, as required
by Item 1303(a)(1) of Regulation S-K.
7.We note your disclosure on page 10 that you are a near-term production company.
Consistent with Item 1303(b)(2) and Item 1304(b)(2) of Regulation S-K, please
expand your Shootaring Canyon Mill and individual property disclosure to provide
additional information regarding the permits required to mine and process and the
status of these permits, along with your exploration plans and associated costs.
8.Please revise your filing to remove the information that does not comply with the S-K
1300 definitions and requirements, such as the economic results of the preliminary
economic assessment that are located on page 12, and the historical mineral resources
that are located on page 43.

May 16, 2025
Page 3
9.Please expand your mineral property disclosure to include the cost estimate to
refurbish the Shootaring Canyon Mill and tailings facility, and to construct the
vanadium processing circuit.
10.We note that you have combined your Velvet-Wood measured and indicated mineral
resources that are located on page 19, however have not presented these resources
separately. Please revise to present each class of mineral resource (measured,
indicated, and inferred) together with the total measured and indicated resources, as
required by Item 1303(b)(3) of Regulation S-K.
11.Please revise the footnote to each mineral resource table to clarify that the disclosed
cut-off grade is the marginal cut-off grade, and clarify the costs that have been
excluded from the marginal cut-off grade, such as your mining costs, and why these
costs are not included in your cut-off grade calculation.
12.Please expand your mineral resource disclosure to explain the basis for the vanadium
pentoxide price used in your resource calculations. For example, we note that you use
a $70 per pound uranium price in your cut-off grade calculation, which is
approximately a 3 year average uranium price. Additionally we note that you use a
$12 per pound vanadium pentoxide price in your cut-off grade calculation, which
appears to be substantially higher than current pricing and historical averages.
13.Please expand your mineral resource disclosure to explain the basis for the lower
vanadium resource classification as compared to the uranium resource classification.
Proprietary Protection, page 17
14.We note your disclosure that your Radioactive Materials License (RML) is a scarce
item within the United States, with only four currently granted. Please revise to
provide your basis for this statement. Refer to Item 4.B.7 of Form 20-F.
Item 5. Operating and Financial Review and Prospects
A. Operating Results, page 46
15.Please expand your disclosure to include a discussion of year-over-year changes of all
line items included in the consolidated statements of comprehensive income. For
example, please include discussion of changes in your accretion expenses, asset
retirement obligations, gain on sale of royalty portfolio, and impairment expense.
Refer to SEC Release No. 33-8350.
B. Liquidity and Capital Resources, page 47
16.Please include a discussion and analysis of cash flows from operating, investing and
financing activities. Please ensure your discussion explains the underlying reasons and
implications of material changes between periods to provide investors with an
understanding of trends and variability in cash flows. Also ensure that your
disclosures are not merely a recitation of changes evident from the financial
statements. Refer to SEC Release No. 33-8350.
Please revise to provide information regarding your material cash requirements,
including commitments for capital expenditures, as of the end of the latest financial
year and any subsequent interim period and an indication of the general purpose of 17.

May 16, 2025
Page 4
such requirements and the anticipated sources of funds needed to satisfy such
requirements. Refer to Item 5.B.3 of Form 20-F.
Item 6. Directors, Senior Management and Employees
B. Compensation, page 50
18.Please revise to provide executive compensation disclosures for your financial year
ended December 31, 2024. Refer to Item 6.B of Form 20-F.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 53
19.We note your disclosure that at January 22, 2025, 29 record holders were resident in
the United States, holding a total of 172,343,914 Common Shares, and this number
represents approximately 15.1% of your total issued and outstanding Common Shares
at that date. Please revise to provide this information as of the most recent practicable
date. Refer to Item 7.A of Form 20-F.
B. Related Party Transactions, page 54
20.Please ensure that you have provided all disclosure required by Item 7.B of Form 20-
F for the period since the beginning of your preceding three financial years up to the
date of your filing. In this regard, we note that it appears you have provided this
disclosure for the fiscal years ended December 31, 2023 and December 31,
2024. Refer to Item 7.B of Form 20-F.
Item 19. Exhibits, page 67
21.We note your disclosure on page 54 that on August 2, 2024, you entered into a related
party loan agreement with a director of the Company for $1,650,000. Please file this
agreement as an exhibit to the registration statement, or tell us why you believe it is
not required. Refer to Item 19 and Paragraph 4 of the Instructions as to Exhibits
of Form 20-F.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page FS-1
22.Please request your auditor update the audit report to include the report date.
Consolidated Statements of Financial Position, page FS-1
23.The balance of $7,774,764 on December 31, 2024 appears to be the total current
liabilities balance. However, this balance has been included in the line item titled
“Long-term liabilities.” Please revise.
Notes to Consolidated Financial Statements
Note 6. Property and Equipment, page FS-14
You disclose there were favorable changes in the market conditions for uranium
production, as well as other factors, which indicated the impairment loss recognized in
prior periods in relation to the Shootaring mill no longer exists. As a result, the
Company reversed the total impairment of $21,986,159 along with the changes to the
ARO estimates for the period between the impairment and December 31, 2023. Please 24.

May 16, 2025
Page 5
address the following:

•Disclose further detail about the events and circumstances that led to the reversal
of the impairment loss. Refer to paragraph 130(a) of IAS 36.

•Disclose the carrying amount of the impaired asset prior to the reversal.

•Disclose the recoverable amount and disclose whether recoverable amount is the
fair value less costs of disposal or the value in use. Refer to paragraph 130(e) of
IAS 36.

•Disclose the assumptions used to determine the recoverable amount of the assets.
Refer to paragraph 132 of IAS 36.

•Clarify the useful life used to calculated depreciation expense and explain why no
depreciation was recorded in fiscal year 2024.  Refer to paragraph 124 of IAS 36.
Note 14. Segmented Information, page FS-31
25.Please revise to provide the required disclosures of IFRS 8, paragraphs 20 through 28
and paragraph 31, to the extent applicable or explain why you do not believe the
disclosure is necessary.
            Please contact Myra Moosariparambil at 202-551-3796 or Steve Lo at 202-551-3394
if you have questions regarding comments on the financial statements and related
matters. You may contact John Coleman at 202-551-3610 with questions regarding
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-
Meissner at 202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Raymer, Esq.