SEC Comment Letter for AMERICAN BATTERY TECHNOLOGY Co (ABAT) (CIK 0001576873) (ABAT) — Feb 23, 2016
AMERICAN BATTERY TECHNOLOGY Co (ABAT) (CIK 0001576873)
Date: Feb. 23, 2016 · CIK: 0001576873 · Accession: 0000000000-16-066042
AI Filing Summary & Sentiment
File numbers found in text: 000-55088
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MAIL STOP: 3561
February 2 3, 2016
Via E -mail
Ruben Ricardo Vasquez
Oroplata Resources, Inc.
#5 Calle Gregorio de Lora
Puerto Plata, Dominican Republic 80071
Re: Oroplata Resources, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2015
Filed December 15, 2015
File No. 000-55088
Dear Mr. Vasquez :
We have reviewed your filing an d 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 these comments within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances , pleas e tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Mogollon Mineral Property, page 5
1. Please disclose whether your property has been physically examined in the field by a
professional geologist or m ining engineer.
2. Please disclose whether your sole officer and director has visited your claims, and if so,
when and for how long.
3. Please disclose the following information for each of your properties:
• The nature of your ownership or interest in th e property.
• A description of all interests in your properties, including the terms of all underlying
agreements and royalties.
• Describe the process by which mineral rights are acquired at this location and the
basis and duration of your mineral rights, s urface rights, mining claims or
concessions.
Ruben Ricardo Vasquez
Oroplata Resources, Inc.
February 2 3, 2016
Page 2
• An indication of the type of claim or concession such as placer or lode, exploration or
exploitation, whether the mining claims are State or Federal mining claims, patented
or unpatented claims, mining leases, or mining concessions.
• Please include certain identifying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording
and expiration that is sufficient to enable the claims to be distingu ished from other
claims that may exist in the area of your properties.
• The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary payments, annual maintenance fees, and
disclose who is responsible for paying these fees.
• The area of your claims, either in hectares or in acres.
Please ensure that you fully discuss the material terms of the land or mineral rights
securing agreements, as required under paragraph (b)(2) of Industry Guide 7.
4. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
your material properties listed under this heading. For any properties identified that are
not material, please include a statement to that effect, clarifying your intentio ns. For each
material property, include the following information:
• The location and means of access to your property, including the modes of
transportation utilized to and from the property.
• Any conditions that must be met in order to obtain or reta in title to the property,
whether you have surface and/or mineral rights.
• A brief description of the rock formations and mineralization of existing or potential
economic significance on the property.
• A description of any work completed on the propert y and its present condition.
• The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.
• A description of equipment, infrastructure, and other facilities.
• The current state of exploration of the property.
• The total costs incurred to date and all planned future costs.
Ruben Ricardo Vasquez
Oroplata Resources, Inc.
February 2 3, 2016
Page 3
• The source of power and water that can be utilized at the property.
• If applicable, provide a clear statement that the property is without known reserves
and the proposed program is exploratory in nature.
You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf
5. Please insert a small -scale map showing the location and access to each material
property, as required by Industry Guide 7(b) (2) and Instruction 3(b) to Item 102 of
Regulation S -K. Please note the EDGAR program now accepts maps in certain
electronic formats, so please include these maps in your amendments uploaded to
EDGAR. For more information, please consult the EDGAR manual, and if additional
assistance is required, please c all Filer Support at (202) 551 -8900 for Post -Acceptance
Filing Issues or (202) 551 -3600 for Pre -Acceptance Filing Issues. We believe the
guidance found in Industry Guide 7(b) (2) and 3(b) of Rule 102 of Regulation S -K would
generally require maps and draw ings to comply with the following features:
• A legend or explanation showing, by means of pattern or symbol, every pattern or
symbol used on the map or drawing.
• A graphical bar scale should be included. Additional representations of scale such as
"one inch equals one mile" may be utilized provided the original scale of the map has
not been altered.
• A north arrow.
• An index map showing where the property is situated in relationship to the state or
province, etc., in which it was located.
• A titl e of the map or drawing, and the date on which it was drawn.
• In the event interpretive data is submitted in conjunction with any map, the identity of
the geologist or engineer that prepared such data.
Any drawing should be simple enough or of sufficien tly large scale to clearly show all
features on the drawing.
6. It appears you should also expand your disclosure concerning the exploration plans for
the properties to address the following points.
• Disclose a brief geological justification for each of the exploration projects written in
non-technical language.
Ruben Ricardo Vasquez
Oroplata Resources, Inc.
February 2 3, 2016
Page 4
• Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistry, surface sampling, drilling, etc. for each prospect.
• If there is a phased program planned, briefly outline all phases.
• If there are no current detailed plans to conduct exploration on the property, disclose
this prominently.
• Disclose how the exploration program will be funded.
• Identify who will be conducting any proposed exploration work, and discuss what
their qualifications are.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Exchange Act of
1934 and all applicable 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.
In responding to our comments, please provide a written statement from the company
acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosu re in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.
Please contact George K. Schuler, Mining Engineer at (202) 551 -3718 or me at (202) 551 -
3795 with any questions.
Sincerely,
/s/ John Reynolds
John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining