SecProbe.io

CORRESP
 1
 filename1.htm

 June
24, 2025

 VIA
EDGAR

 Cheryl
Brown

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
Acceleration Request for American Battery Technology Company Registration Statement on Form S-3 (File No. 333-287704)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, American Battery Technology
Company (the "Company") respectfully requests that the effective date for the above captioned registration statement on Form
S-3 (the "Registration Statement"), be accelerated so that the Registration Statement will be declared effective at 4:00
p.m. Eastern Time on June 26, 2025, or as soon thereafter as is practicable.

 Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

 Very truly yours,

 American Battery Technology Company

 /s/
 Ryan Melsert

 Name:
 Ryan Melsert

 Title:
 Chief Executive Officer

 cc:
Amy Bowler, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 11, 2025

Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503

 Re: American Battery Technology Company
 Registration Statement on Form S-3
 Filed May 30, 2025
 File No. 333-287704
Dear Ryan Melsert:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Amy Bowler, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503

 Re: American Battery Technology Company
 Form 10-K for the Fiscal Year Ended June 30, 2024
 Filed September 23, 2024
 File No. 001-41811
Dear Ryan Melsert:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Amy
    L. Bowler

    Partner

    Phone
    303.290.1086

    abowler@hollandhart.com

March
6, 2025

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

Attn: Brad
                                            Skinner

Re: American
                                            Battery Technology Company

                                            Form 10-K for the Fiscal Year Ended June 30, 2024

  Filed
September 23, 2024, File No. 001-41811

Dear
Mr. Brad Skinner:

Set
forth below is the response of American Battery Technology Company (the “Company”) to the comment received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated February 25, 2025, regarding the above-referenced Form 10-K (the “2024 Form 10-K”). For your
convenience, the Company has set forth below the Staff comment followed by the Company’s response. Capitalized terms used but not
otherwise defined in this letter have the meanings ascribed to such terms in the 2024 Form 10-K.

Form
10-K for the Fiscal Year Ended June 30, 2024

Item
2. Properties, page 21

 1. Please
                                            disclose the commodity price, the metallurgical recovery factor, and the point of reference
                                            with your mineral resource table pursuant to Item 1304(d)(1) of Regulation SK.

Response:

The
Company discloses the cut-off grade (300 ppm Li) and metallurgical recover (65.7% for Li) immediately following the referenced table,
along with other cost inputs. In response to the Staff’s comment, the Company proposes including the following table in future
filings (with appropriately updated information as of the date of filing):

    Resources

    Amount (kTons)
    Grades/qualities
    Cut-off grades
    Metallurgical recovery

    Total
    LI
    LHM

    Measured mineral resources
      721,000
      510
      3,060
    702 ppm Li
    300 ppm Li
    65.7 % for Li

    Indicated mineral resources
      2,439,000
      1,380
      8,340
    565 ppm Li
    300 ppm Li
    65.7 % for Li

    Measured + Indicated mineral resources
      3,160,000
      1,890
      11,400
    596 ppm Li
    300 ppm Li
    65.7 % for Li

    Inferred mineral resources
      2,931,000
      1,610
      9,750
    550 ppm Li
    300 ppm Li
    65.7 % for Li

a)
The estimate of mineral resources was performed by RESPEC.

b)
Tonopah Flats resources are classified as Measured, Indicated, and Inferred.

c)
Mineral resources comprised all model blocks at a 300ppm ton Li cutoff that lie within an optimized pit.

d)
The estimated mineral resources include data from the 29 sampled holes.

e)
Lithium Hydroxide Monohydrate (LHM) tons were calculated using a factor of 6.0459 relative to Li.

f)
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Reported information assumes lithium hydroxide
monohydrate price of $40,000/ton, metallurgical recoveries of 65.7% for Li, mining costs of $2.45/ton mined, processing costs of $11.62/ton
processed, minimum grade of 300 ppm lithium within claystone, and general and administrative costs of $0.38/ton processed, and a 33,000-ton
per day processing rate.

g)
The effective date of the estimate is December 21, 2023.

h)
Rounding may result in apparent discrepancies between tons, grade, and contained metal content.

    Sincerely,

    /s/
    Amy L. Bowler

    Amy
L. Bowler

    Partner

    Holland
& Hart LLP

    Location
    Mailing
                                            Address

                                            P.O. Box 8749

    Denver,
    CO 80201-8749

    Contact

    555
                                            17th Street, Suite 3200

    Denver,
    CO 80202-3921

    p:
                                            303.295.8000 | f: 303.295.8261

    www.hollandhart.com

February 25, 2025
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2024
Filed September 23, 2024
File No. 001-41811
Dear Ryan Melsert:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2024
Item 2. Properties, page 21
1.Please disclose the commodity price, the metallurgical recovery factor, and the point
of reference with your mineral resource table pursuant to Item 1304(d)(1) of
Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.  Please contact John Coleman at 202-551-3610 or Craig Arakawa at
202-551-3650 if you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

February
13, 2025

VIA
EDGAR

Michael
Purcell

Daniel
Morris

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Acceleration Request for American Battery Technology Company Registration Statement on Form S-1 (File No. 333-283807)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, American Battery Technology
Company (the “Company”) respectfully requests that the effective date for the above captioned registration statement on Form
S-1 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 9:00
a.m. Eastern Time on February 14, 2025, or as soon thereafter as is practicable.

Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

    Very truly yours,

    American Battery Technology Company

    /s/
    Ryan Melsert

    Name:
    Ryan
    Melsert

    Title:
    Chief Executive Officer

    cc:
    Amy
    Bowler, Esq.

CORRESP
1
filename1.htm

  Amy L.
                         Bowler

                         Partner

                         Phone
                         303.290.1086

                         abowler@hollandhart.com

January
31, 2025

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  Michael
  Purcell

  Daniel Morris

Re: American
                                            Battery Technology Company

  Registration
                                            Statement on Form S-1

  Response
                                            dated January 16, 2025

  File
                                            No. 333-283807

Dear
Messrs. Purcell and Morris:

Set
forth below is the response of American Battery Technology Company (the “Company”) to the comment received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated January 29, 2025, regarding the above-referenced Registration Statement on Form S-1 (the “Form S-1”).
For your convenience, the Company has set forth below the Staff comment followed by the Company’s response.

Response
dated January 16, 2025

General

1. We
                                            note your response to prior comment 3 and reissue in part. Please expand your disclosure
                                            as to the relationship or lack thereof between the Company and High Trail Entities. For example,
                                            please detail whether any of the High Trail Entities are an affiliate of the Company, or
                                            if any of the Company’s executive officers or directors have a relationship with the
                                            High Trail Entities.

High
Trail Investments ON LLC and High Trail Special Situations LLC (the “High Trail Entities”) have not previously been and are
not currently affiliates of the Company. The sale of the senior secured convertible notes to the High Trail Entities was negotiated in
an arm’s length transaction between the parties. None of the High Trail Entities nor any person that controls a High Trail Entity
is an officer, director, or beneficial owner of more than 4.99% of the Company’s common stock and the High Trail Entities are contractually
prohibited from holding more than 4.99% of the Company’s common stock at any time. In addition, none of the Company’s executive
officers or directors have a relationship with the High Trail Entities, other than in connection with the sale of the notes pursuant
to the Securities Purchase Agreement entered into by the Company and the High Trail Entities.

  Location
  Mailing Address
  Contact

  555 17th Street, Suite 3200
  P.O. Box 8749
  p: 303.295.8000 | f: 303.295.8261

  Denver, CO 80202-3921
  Denver, CO 80201-8749
  www.hollandhart.com

    Page 2

In
our prior response letter filed on January 16, 2025, we agreed to revise the 5.1 legal opinion to reflect the final number of shares
being registered. We respectfully request that we not be required to refile the Form S-1, provided that we file the revised opinion on
a Current Report on Form 8-K prior to submitting a request for acceleration. Please contact Bret Meich, the Company’s General Counsel,
at (775) 561-0454), or Amy Bowler, the Company’s external counsel, at (303 290-1086), if you should have any questions regarding
the response contained herein.

  Sincerely,

  /s/
  Amy L. Bowler

  Amy L. Bowler

  Partner

  Holland & Hart LLP

January 29, 2025
Ryan Melsert
Chief Executive Officer
American Battery Technology Co.
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Co.
Registration Statement on Form S-1
Response dated January 16, 2025
File No. 333-283807
Dear Ryan Melsert:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 7, 2025 letter.
Response dated January 16, 2025
General
1.We note your response to prior comment 3 and reissue in part. Please expand your
disclosure as to the relationship or lack thereof between the Company and High Trail
Entities. For example, please detail whether any of the High Trail Entities are an
affiliate of the Company, or if any of the Company's executive officers or directors
have a relationship with the High Trail Entities.

January 29, 2025
Page 2
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Amy Bowler

CORRESP
1
filename1.htm

  Amy L. Bowler

                         Partner

                         Phone 303.290.1086

                         abowler@hollandhart.com

January
16, 2025

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  Michael
  Purcell

  Daniel
  Morris

Re: American
                                            Battery Technology Company

 Registration
                                            Statement on Form S-1

  Filed
                                            December 13, 2024

  File
                                            No. 333-283807

Dear
Messrs. Purcell and Morris:

Set
forth below are the responses of American Battery Technology Company (the “Company”) to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated January 7, 2025, regarding the above-referenced Registration Statement on Form S-1 (the “Form S-1”).
For your convenience, the Company has set forth below each Staff comment followed by the Company’s response.

Registration
Statement on Form S-1

Plan
of Distribution, page 16

1. We
                                            note your disclosure on page 16 that your selling securityholders may sell their securities
                                            in one or more underwritten offerings on a firm commitment or best efforts basis. Please
                                            confirm your understanding that the retention by a selling stockholder of an underwriter
                                            would constitute a material change to your plan of distribution requiring a post-effective
                                            amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation
                                            S-K.

We
understand that the retention by a selling stockholder of an underwriter would constitute a material change to the plan of distribution
that would require a post-effective amendment.

Exhibits

2. You
                                            provide you are offering up to 12,505,900 shares of common stock offered by your selling
                                            stockholders. However, your legal opinion states the Company is registering up to 12,505,883
                                            shares of common stock. Please revise or advise.

The
legal opinion will be revised to state that the Company is registering up to 12,505,900 shares of common stock.

  Location

  Mailing Address

  Contact

  555 17th Street, Suite 3200

   P.O. Box 8749

  p: 303.295.8000 | f: 303.295.8261

  Denver, CO 80202-3921

  Denver, CO 80201-8749

  www.hollandhart.com

Page 2

General

3. We
                                            note the shares to be offered in this filing were acquired by the selling shareholders in
                                            a private placement on November 26, 2024, with this registration statement filed on December
                                            13, 2024. Please provide us with an analysis of your basis for determining that it is appropriate
                                            to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i).
                                            For guidance, please see Question 612.09 of the Securities Act Rules Compliance and Disclosure
                                            Interpretations.

The
Company acknowledges the Staff’s comment. For the reasons set forth below, the Company respectfully submits that the potential
offering of up to 12,505,900 shares (the “2024 Conversion Shares”) of the Company’s common stock, par
value $0.001 per share (“Common Stock”), by High Trail Investments ON LLC and High Trail Special Situations
LLC (the “High Trail Entities”) as contemplated by the Form S-1 is appropriately characterized as secondary
offering under Rule 415(a)(1)(i) under the Securities Act of 1933, as amended (the “Securities Act”).

Background

2024
Convertible Notes Transaction

On
November 26, 2024, the Company issued to the High Trail Entities senior secured convertible notes in the aggregate principal amount of
$12,000,000 (the “2024 Notes”). The 2024 Notes are governed by the terms of the Securities Purchase Agreement,
dated August 29, 2023 (the “Original Purchase Agreement”), among the Company and the High Trail Entities, as
amended on November 14, 2024, to take into account the terms of the new 2024 Notes (the “Amended Purchase Agreement”).
The purchase price for the 2024 Notes is the principal amount multiplied by the purchase price ratio of 0.825. The High Trail Entities
may request partial redemptions of up to an aggregate amount of $1,000,000 on the first calendar day of each month beginning on January
1, 2025 or may convert the 2024 Notes into the 2024 Conversion Shares at a conversion rate of (i) 1,333.33 shares per $1,000 principal
amount of 2024 Notes with respect to $3,000,000 of principal and (ii) 945.0992 shares per $1,000 principal amount of 2024 Notes with
respect to the remaining outstanding principal amount of the 2024 Notes. The 2024 Notes bear zero coupon, mature on September 1, 2025,
and are secured by certain real property, cash and investment accounts of the Company. The Company agreed to promptly register the 2024
Conversion Shares for resale on terms customary for such private placements. The Company offered and sold the 2024 Notes to the High
Trail Entities, who are accredited investors, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act.

C&DI
612.09 Analysis

The
Company has reviewed the guidance as set forth in the Securities Act Rules Compliance and Disclosure Interpretations Question 612.09
(“C&DI 612.09”), which identifies six factors to be considered in determining whether a purported secondary
offering is in fact a primary offering.

C&DI
612.09 states in relevant part, “[t]he question of whether an offering styled a secondary one is really on behalf of the issuer
is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling
shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of
shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all circumstances it
appears that the seller is acting as a conduit for the issuer.” Each factor is addressed in the analysis below.

Page 3

Factor
1: How long the selling stockholder has held the securities.

The
High Trail Entities have held the 2024 Notes since November 26, 2024 and the 2024 Notes have not yet been converted into the 2024 Conversion
Shares. In the Amended Purchase Agreement, the High Trail Entities made customary investment and private placement representations to
the Company, including that it was acquiring the 2024 Notes for an investment purpose and able to bear the economic risk of an investment
in the 2024 Notes for an indefinite period of time. Further, the 2024 Notes prohibit the conversion of such notes if such conversion
would result in the High Trail Entities beneficially owning greater than 4.99% of the outstanding common stock of the Company. The actual
issuance of the 2024 Notes was not conditioned on the prior effectiveness of the Form S-1 or on the High Trail Entities’ ability
to immediately resell any of the 2024 Conversion Shares. The foregoing representations evidence that the High Trail Entities acquired
the securities for investment purposes, rather than with an intent to distribute the 2024 Conversion Shares on behalf of the Company
or to otherwise act as a statutory underwriter.

Additionally,
the Company has reviewed the Staff’s historical guidance on secondary offering registrations as set forth in the Securities Act
Rules Compliance and Disclosure Interpretations Question 116.19, which contemplates that a valid secondary offering may occur immediately
following the closing of a private placement. The Amended Purchase Agreement included registration rights for the 2024 Conversion Shares,
whereby the Company agreed to file a registration statement covering the resale of the 2024 Conversion Shares within 15 days of the closing
date, and to use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable.
The Company filed the Form S-1 to perform such registration obligations under the Amended Purchase Agreement. Therefore, the Company
respectfully submits to the Staff that the registration of the 2024 Conversion Shares as contemplated in the Form S-1 is consistent with
a typical private placement transaction, where an issuer is required to file a resale registration statement shortly after closing.

Factor
2: The circumstances under which the selling securityholder received the securities.

As
described above, the High Trail Entities acquired the 2024 Notes pursuant to the Amended Purchase Agreement and the 2024 Notes were issued
in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

The
High Trail Entities have not entered into any underwriting relationship or arrangement with the Company or received any commission or
other payment from the Company in connection with the resale of any of its securities, and the Company will receive no proceeds from
the resale of the 2024 Conversion Shares, if any, by the High Trail Entities. These circumstances are quite distinct from those involving
a primary offering by or on behalf of the Company.

Page 4

Furthermore,
Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods.” The Company is not aware of any evidence that would suggest that any such special
selling efforts or selling methods (such as investor presentations or road shows) by or on behalf of the High Trail Entities that have
occurred or are currently intended to take place if the Form S-1 is declared effective.

Factor
3: The selling securityholders’ relationship to the issuer.

Based
upon information supplied to the Company by the High Trail Entities, it is an investment management firm that acquired the 2024 Notes
for its own account and not with a view to resale or distribution. As indicated in the section entitled “Plan of Distribution”
of the Form S-1, the timing and amount of any sale is within the sole discretion of the High Trail Entities, and the Company will not
pay any brokers’ or underwriters’ discounts and commissions in connection with the registration and sale of the 2024 Conversion
Shares. The Company will not receive any proceeds from the sale of the 2024 Conversion Shares pursuant to the Form S-1 if declared effective.
To the Company’s knowledge, at no time have the High Trail Entities been affiliated with, or acted as, a securities broker-dealer
or any representatives thereof. Further, as noted above, the High Trail Entities represented to the Company in the Amended Purchase Agreement
that they were acquiring the securities for their own accounts and not with a view to resale or distribution.

Factor
4: The amount of securities involved.

The
Company is seeking to register 12,505,900 shares of Common Stock on behalf of the High Trail Entities, which represents approximately
14.67% of the Company’s 85,267,376 shares of Common Stock outstanding as of December 31, 2024 (calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended). Therefore, the Company respectfully asserts that the potential size of
the resale offering of the 2024 Conversion Shares by the High Trail Entities does not involve a significantly high volume of shares of
Common Stock. In light of these circumstances, the Company submits that the number of shares being registered for resale should not prohibit
the use of Rule 415(a)(1)(i) under the Securities Act for the resale offering of the 2024 Conversion Shares.

Factor
5: Whether the securityholder is in the business of underwriting securities.

To
the Company’s knowledge, the High Trail Entities are not, nor have they ever been, engaged in the business of underwriting securities.
Additionally, as noted previously, the issuance of the 2024 Notes was not conditioned on the prior effectiveness of the Form S-1 or the
High Trail Entities’ ability to immediately resell the 2024 Conversion Shares.

In
prior no-action letters, the Staff has noted that a determination of “underwriter” status depends on all of the facts and
circumstances surrounding a particular transaction. Pursuant to the Amended Purchase Agreement, the High Trail Entities represented and
warranted that they were acquiring the securities for the purpose of investment and not with a view towards the sale or distribution
thereof within the meaning of the Securities Act.

Page 5

Factor
6: Whether under all circumstances it appears that the selling securityholder is acting as a conduit for the issuer.

Based
on the foregoing analysis, the Company respectfully submits that the facts do not support the determination that the High Trail Entities
are acting as a conduit for the Company. The High Trail Entities acquired the 2024 Notes in November 2024 in bona fide private placement
transactions in which they made customary investment and private placement representations to the Company. Since that time, the High
Trail Entities have borne the full economic risk of ownership of their investments. The Company will receive no portion of the proceeds
from any sales of the 2024 Conversion Shares. To the Company’s knowledge, the High Trail Entities are not, and have never been,
involved in the business of underwriting securities. The High Trail Entities are not acting on behalf of the Company with respect to
the 2024 Conversion Shares being registered for resale under the Form S-1.

Please
contact Bret Meich, the Company’s General Counsel, at (775) 561-0454), or Amy Bowler, the Company’s external counsel, at
(303 290-1086) if you should have any questions regarding the responses contained herein.

  Sincerely,

  /s/
  Amy L. Bowler

  Amy L. Bowler

  Partner

  Holland & Hart LLP

January 7, 2025
Ryan Melsert
Chief Executive Officer
American Battery Technology Co.
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Co.
Registration Statement on Form S-1
Filed December 13, 2024
File No. 333-283807
Dear Ryan Melsert:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Plan of Distribution, page 16
1.We note your disclosure on page 16 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best efforts
basis. Please confirm your understanding that the retention by a selling stockholder of
an underwriter would constitute a material change to your plan of distribution
requiring a post-effective amendment.  Refer to your undertaking provided pursuant to
Item 512(a)(1)(iii) of Regulation S-K.
Exhibits
2.You provide you are offering up to 12,505,900 shares of common stock offered by
your selling stockholders. However, your legal opinion states the Company is
registering up to 12,505,883 shares of common stock. Please revise or advise.

January 7, 2025
Page 2
General
3.We note the shares to be offered in this filing were acquired by the selling
shareholders in a private placement on November 26, 2024, with this registration
statement filed on December 13, 2024. Please provide us with an analysis of your
basis for determining that it is appropriate to characterize the transaction as a
secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see
Question 612.09 of the Securities Act Rules Compliance and Disclosure
Interpretations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314
with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Amy Bowler

CORRESP
1
filename1.htm

June
20, 2024

VIA
EDGAR

Michael
Purcell

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Acceleration Request for American Battery Technology Company Registration Statement on Form S-3 (File No. 333-276329)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, American Battery Technology
Company (the “Company”) respectfully requests that the effective date for the above captioned registration statement on Form
S-3 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:00
p.m. Eastern Time on June 24, 2024, or as soon thereafter as is practicable.

Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

    Very
    truly yours,

    American
    Battery Technology Company

    /s/
    Ryan Melsert

    Name:
    Ryan Melsert

    Title:
    Chief Executive Officer

cc:
Amy Bowler, Esq.

United States securities and exchange commission logo
May 14, 2024
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, Nevada 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2023
Filed September 28, 2023
File No. 001-41811
Dear Ryan Melsert:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

CORRESP
1
filename1.htm

    Amy
    L. Bowler

    Partner

    Phone
    303.290.1086

    abowler@hollandhart.com

 May
1, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  John Coleman

  Craig
Arakawa

Re: American
                                            Battery Technology Company
 Form 10-K for the Fiscal Year Ended June 30, 2023

                                                                                Filed
                                            September 28, 2023

                                                                                File
                                            No. 001-41811

Dear
Messrs. Coleman and Arakawa:

Set
forth below are the responses of American Battery Technology Company (the “Company”) to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated April 30, 2024 regarding the above-referenced Annual Report on Form 10-K (the “Form 10-K”).
For your convenience, the Company has set forth below each Staff comment followed by the Company’s response.

Form
10-K for the Fiscal Year Ended June 30, 2023

Item
2. Properties

Tonopah
Flats Lithium Exploration Project, page 18

1. We
                                            understand that you maintain that your mineral property is not material, however we do not
                                            concur with your assessment. Item 1301(c) of Regulation S-K requires all stages of mineral
                                            properties, including exploration stage properties, to be considered when assessing mineral
                                            property materiality.

Please
confirm that you will revise subsequent annual filings to include all of the required disclosures under Item 1304 of Regulation S-K,
including the information requested under comments 1 to 3.

If
you continue to maintain that your mineral property is not material please provide additional qualitative and/or quantitative information
that supports your assertion.

The
Company acknowledges the Staff’s comment and will revise subsequent annual filings to include all of the required disclosures under
Item 1304 of Regulation S-K, including the information requested under comments 1 to 3, with respect to the Tonopah Flats Lithium Exploration
Project.

    Location

    Mailing
    Address

    Contact

    555
    17th Street, Suite 3200

    P.O.
    Box 8749

    p:
    303.295.8000│f: 303.295.8261

    Denver,
    CO 80202-3921

    Denver,
    CO 80201-8749

    www.hollandhart.com

Holland & Hart LLP Anchorage Aspen Billings
Boise Boulder Cheyenne Denver Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.

    United
                                            States Securities and

    Exchange Commission

    Page 2

Please
contact me ((303) 290-1086) or Bret Meich ((775) 561-0454), the Company’s General Counsel, if you should have any questions regarding
the responses contained herein.

    Sincerely,

    /s/
    Amy L. Bowler

    Amy L. Bowler

                                                         Partner

                                                         of Holland & Hart llp

ALB:tnt

United States securities and exchange commission logo
April 30, 2024
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, Nevada 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2023
Filed September 28, 2023
File No. 001-41811
Dear Ryan Melsert:
            We have reviewed your April 18, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 11,
2024 letter.
Form 10-K for the Fiscal Year Ended June 30, 2023
Item 2. Properties
Tonopah Flats Lithium Exploration Project, page 18
1.We understand that you maintain that your mineral property is not material, however we
do not concur with your assessment.  Item 1301(c) of Regulation S-K requires all stages
of mineral properties, including exploration stage properties, to be considered when
assessing mineral property materiality.

Please confirm that you will revise subsequent annual filings to include all of the required
disclosures under Item 1304 of Regulation S-K, including the information requested under
comments 1 to 3.

If you continue to maintain that your mineral property is not material please provide
additional qualitative and/or quantitative information that supports your assertion.

 FirstName LastNameRyan Melsert
 Comapany NameAmerican Battery Technology Company
 April 30, 2024 Page 2
 FirstName LastName
Ryan Melsert
American Battery Technology Company
April 30, 2024
Page 2
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

CORRESP
1
filename1.htm

    Amy
    L. Bowler

    Partner

    Phone
    303.290.1086

    abowler@hollandhart.com

April
25, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  Michael Purcell

Daniel Morris

Re: American
                                            Battery Technology Company

                                            Correspondence to Registration Statement on Form S-3

                                            Filed February 23, 2024

                                            File No. 333-276329

Dear
Messrs. Purcell and Morris:

Set
forth below are the responses of American Battery Technology Company (the “Company”) to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated March 6, 2024 regarding the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).

For
your convenience, the Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used
but not otherwise defined in this letter have the meanings ascribed to such terms in the Registration Statement.

Form
8-K filed January 22, 2024

Exhibit
96.1, page 1

1. We
                                            note that you have filed an updated technical report summary dated January 2024, and that
                                            the updated technical report summary includes a resource update; however the economic analysis
                                            includes the mineral resources from your prior technical report summary, that are no longer
                                            current and appear to be obsolete. A cash flow analysis in an initial assessment is not required,
                                            as suggested by Item 1302(d)(4) of Regulation S-K, however when an economic analysis is included
                                            in the initial assessment it should be based upon the current mineral resources.

Please
revise the January 2024 technical report summary to remove the economic analysis that is based upon your mineral resources that are no
longer current, or update the economic analysis with the current mineral resources.

On
April 25, 2024, the Company filed a Current Report on Form 8-K disclosing a revised technical report summary, entitled “Amended
Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye counties, Nevada,
USA” and dated April 5, 2024 (the “Amended TRS”). The Amended TRS filed therewith
includes an updated economic analysis to reflect the current mineral resources.

    Location

    Mailing Address

                                                                                P.O. Box
                                                                                8749

                                                                                Denver, CO 80201-8749

    Contact

    555
    17th Street, Suite 3200 Denver, CO 80202-3921

    p: 303.295.8000  |  f: 303.295.8261

                                                         www.hollandhart.com

    Holland & Hart LLP Anchorage
    Aspen
    Billings Boise Boulder Cheyenne Denver Jackson
    Hole Las Vegas Reno Salt Lake City Santa
    Fe Washington, D.C.

     United States Securities and

Exchange Commission

Page 2

2. We
                                            note the disclosure on page 89 of the January 2024 technical report summary that the lithium
                                            cut-off grade was calculated using the processing and general and administrative costs, as
                                            well as the lithium price, and recovery provided in Table 11-9. Please expand the disclosure
                                            to clarify how the inputs reconcile to the 300ppm resource cut-off grade and provide us with
                                            the underlying calculations.

The
calculated lithium cutoff grade used in Table 11-9 of the Amended TRS is as follows:

    ProcCst
    + G&ACst

    LiCog
    =

    (SellPrice
    – SellCst) * (1-Roy) * Rec * 1,000,000)

Where:
ProcCst = Processing cost in $/ton

G&ACst
= General and Administrative cost in $/ton

SellPrice = Selling price of Lithium in $/ton LHM

SellCst
= Selling cost of product in $/ton

Roy
= Royalty in NSR

% Rec = Recovery in %

Using
the input parameters outlined in this report, the lithium cutoff grade is (11.62+0.38) / (40,000*6.045-0)*(1-0)*65.7%)*1,000,000 = 76ppm

The
pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within
claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that
without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported
herein.

3. Please
                                            obtain a revised technical report summary for our review that includes the changes that you
                                            have communicated in your February 23, 2024 response letter, and any changes identified in
                                            the current comment letter.

Please
see the Amended TRS.

General

4. We
                                            note your responses to the comments in our letter dated January 18, 2024. Please note that
                                            we may have additional comments at such time as the revised documents described in your response
                                            are filed.

We
acknowledge that you may have additional comments.

     United States Securities and

Exchange Commission

Page 3

  5.
  Additionally please ensure investor presentations, such
as those furnished in your 8-K filed on January 24, 2024 and 8-K filed on January 31, 2024, reflect changes communicated in your February
23, 2024 response letter, and any changes identified in the current comment letter.

We
acknowledge that future presentations should include information consistent with this comment letter.

Please
contact me ((303) 290-1086) or Bret Meich ((775) 561-0454), the Company’s General Counsel, if you should have any questions regarding
the responses contained herein.

    Sincerely,

    /s/
    Amy L. Bowler

    Amy
    L. Bowler

    Partner

    of
    Holland & Hart llp

ALB:tnt

CORRESP
1
filename1.htm

    Amy
                           L. Bowler

                           Partner

                           Phone
                           303.290.1086

                           abowler@hollandhart.com

April
18, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

  Attn:
  John Coleman

  Craig
Arakawa

 Re: American
                                            Battery Technology Company

Form
10-K for the Fiscal Year Ended June 30, 2023

Filed
September 28, 2023

File
No. 001-41811

Dear
Mr. Coleman and Mr. Arakawa:

Set
forth below are the responses of American Battery Technology Company (the “Company”) to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter dated March 11, 2024 regarding the above-referenced Form 10-K (the “2023 Form 10-K”).

For
your convenience, the Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used
but not otherwise defined in this letter have the meanings ascribed to such terms in the 2023 Form 10-K.

Form
10-K for the Fiscal Year Ended June 30, 2023

Item
2. Properties

Tonopah
Flats Lithium Exploration Project, page 18

 1. We
                                            note that you have referenced an inferred resource in your Form 10-K, however you have not
                                            disclosed the mineral resource or the disclosures required under Item 1304(d) and Item 1304(f)
                                            of Regulation S-K for a material mining property.

Additionally,
it does not appear that the technical report summary was filed pursuant to Item 1302(b)(2) of Regulation S-K, which requires the technical
report summary to be disclosed as an exhibit to the relevant Commission filing when disclosing mineral resources for the first time.

Please
advise.

    Location
    Mailing
                                       Address

                                       P.O. Box 8749

    Denver, CO
    80201-8749

    Contact

    555 17th
        Street, Suite 3200

    Denver, CO
    80202-3921

    p: 303.295.8000
        | f: 303.295.8261

    www.hollandhart.com

    Holland
    & Hart LLP   Anchorage   Aspen   Billings   Boise   Boulder   Cheyenne   Denver   Jackson
    Hole   Las Vegas   Reno   Salt Lake City   Santa Fe   Washington,
    D.C.

  United States Securities and

                         Exchange Commission

                         Page 2

The
Company acknowledges that it referred to the fact that it had engaged a qualified person to obtain a report with respect to inferred
resources, but it did not actually disclose inferred resource information in the 2023 Form 10-K. Further, the Company does not conduct
mining operations that are material to its business or financial condition. While the Company has begun to explore accessing primary
sources of lithium, its current business focuses on developing a universal lithium-ion battery recycling system that is capable of recycling
batteries with both a wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate
waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (lithiated cobalt oxide, lithiated nickel-cobalt-aluminum
oxide, lithiated nickel-cobalt-manganese oxide, lithiated nickel-cobalt-manganese-aluminum oxide, lithiated nickel-oxide, and lithiated
manganese-oxide). Because the Company did not disclose specific resource information in the 2023 Form 10-K, and it does not conduct mining
operations or exploratory activities that are material to its business, the Company does not believe it was required to provide disclosure
responsive to subpart 1300 of Regulation S-K in the 2023 Form 10-K relating to mining properties.

Item
1301(d) of Regulation S-K provides that “upon a determination that its mining operations are material,” a registrant must
provide, among other disclosure, individual property disclosure concerning each of its mining properties that is material to its business
or financial condition, as specified in Item 1304 of Regulation S-K. The Company currently has no mining operations – as it is
currently in an exploratory stage only. As a result, the Company believes that it was not required to provide individual property or
other disclosure as specified in Item 1304 of Regulation S-K. As required by Item 102 of Regulation S-K, the Company already provides
detailed descriptions of the Tonopah Flats in its 2023 Form 10-K.

The
Company filed a technical report summary as an exhibit to a Form 8-K subsequent to the filing of the 2023 Form 10-K and has subsequently
amended that report twice. The Company is currently responding to separate Staff comments with respect to that Form 8-K filing and respectfully
requests that it be permitted to file the revised technical summary report in conjunction with its responses to that Staff letter. The
Company does not believe it would be appropriate to file a technical report summary that was substantially amended following the date
of the filing of the 2023 Form 10-K as an exhibit to the 2023 Form 10-K.

 2. Please
                                            include the following with your mineral property disclosure pursuant to Item 1304(b) of Regulation
                                            S-K:

 ● the
                                            location of your property, accurate to within one mile, using an easily recognizable coordinate
                                            system,

 ● expiration
                                            dates, required payments, and royalties, or other conditions required to maintain your mineral
                                            rights, and

 ● the
                                            total cost or book value of the property and its associated plant and equipment.

The
Company reiterates its position stated in response to Comment #1. Namely, because the Company does not have mining operations and is
at the exploratory stage only, and such exploratory activities are not material to the Company’s business or financial condition,
the Company does not believe it would be appropriate to provide disclosure responsive to Item 1304(b) of Regulation S-K.

 3. Please
                                            revise to include disclosure regarding your exploration program internal controls as required
                                            by Item 1305 of Regulation S-K.

The
Company reiterates its position stated in response to Comments #1 and #2. Disclosure responsive to Item 1305 of Regulation S-K is only
required if a company is providing disclosure under Item 1303, Item 1304, or under both sections. Based on the Company’s positions
above regarding the inapplicability of these sections to the Company’s 2023 Form 10-K, the Company believes that no changes are
required to its disclosure regarding its disclosure controls and procedures in Part II, Item 9A. Controls and Procedures.

Please
contact me ((303) 290-1086) or Bret Meich ((775) 561-0454), the Company’s General Counsel, if you should have any questions regarding
these responses.

  Sincerely,

  /s/
Amy L. Bowler

  Amy
L. Bowler

  Partner

  of
Holland & Hart llp

ALB:cr

United States securities and exchange commission logo
April 17, 2024
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, Nevada 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2023
Filed September 28, 2023
File No. 001-41811
Dear Ryan Melsert:
            We issued comments to you on the above captioned filing on March 11, 2024. As of the
date of this letter, these comments remain outstanding and unresolved. We expect you to provide
a complete, substantive response to these comments by April 24, 2024.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure. Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

United States securities and exchange commission logo
March 11, 2024
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, Nevada 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2023
Filed September 28, 2023
File No. 001-41811
Dear Ryan Melsert:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2023
Item 2. Properties
Tonopah Flats Lithium Exploration Project, page 18
1.We note that you have referenced an inferred resource in your Form 10-K, however you
have not disclosed the mineral resource or the disclosures required under Item 1304(d)
and Item 1304(f) of Regulation S-K for a material mining property.

Additionally it does not appear that the technical report summary was filed pursuant to
Item 1302(b)(2) of Regulation S-K, which requires the technical report summary to be
disclosed as an exhibit to the relevant Commission filing when disclosing mineral
resources for the first time.

Please advise.

 FirstName LastNameRyan Melsert
 Comapany NameAmerican Battery Technology Company
 March 11, 2024 Page 2
 FirstName LastName
Ryan Melsert
American Battery Technology Company
March 11, 2024
Page 2
2.Please include the following with your mineral property disclosure pursuant to Item
1304(b) of Regulation S-K:

•the location of your property, accurate to within one mile, using an easily
recognizable coordinate system,
•expiration dates, required payments, and royalties, or other conditions required to
maintain your mineral rights, and
•the total cost or book value of the property and its associated plant and equipment.
3.Please revise to include disclosure regarding your exploration program internal controls as
required by Item 1305 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

United States securities and exchange commission logo
March 6, 2024
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Company
Correspondence to Registration Statement on Form S-3
Filed February 23, 2024
File No. 333-276329
Dear Ryan Melsert:
            We have reviewed your correspondence to the registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 18, 2024 letter.
Form 8-K filed January 22, 2024
Exhibit 96.1, page 1
1.We note that you have filed an updated technical report summary dated January 2024, and
that the updated technical report summary includes a resource update; however the
economic analysis includes the mineral resources from your prior technical report
summary, that are no longer current and appear to be obsolete. A cash flow analysis in an
initial assessment is not required, as suggested by Item 1302(d)(4) of Regulation S-K,
however when an economic analysis is included in the initial assessment it should be
based upon the current mineral resources.

Please revise the January 2024 technical report summary to remove the economic analysis
that is based upon your mineral resources that are no longer current, or update the
economic analysis with the current mineral resources.

 FirstName LastNameRyan Melsert
 Comapany NameAmerican Battery Technology Company
 March 6, 2024 Page 2
 FirstName LastName
Ryan Melsert
American Battery Technology Company
March 6, 2024
Page 2
2.We note the disclosure on page 89 of the January 2024 technical report summary that the
lithium cut-off grade was calculated using the processing and general and
administrative costs, as well as the lithium price, and recovery provided in Table 11-
9. Please expand the disclosure to clarify how the inputs reconcile to the 300ppm resource
cut-off grade and provide us with the underlying calculations.
3.Please obtain a revised technical report summary for our review that includes the changes
that you have communicated in your February 23, 2024 response letter, and any changes
identified in the current comment letter.
General
4.We note your responses to the comments in our letter dated January 18, 2024.  Please note
that we may have additional comments at such time as the revised documents described in
your response are filed.
5.Additionally please ensure investor presentations, such as those furnished in your 8-K
filed on January 24, 2024 and 8-K filed on January 31, 2024, reflect changes
communicated in your February 23, 2024 response letter, and any changes identified in
the current comment letter.
            For engineering related questions please contact John Coleman at 202-551-3610. Please
contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

CORRESP
1
filename1.htm

  Amy
                                            L. Bowler

Partner

Phone
303.290.1086

abowler@hollandhart.com

February
23, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street N.E.

Washington,
DC 20549

    Attn:

    John
    Coleman

    Michael
    Purcell

    Daniel
    Morris

    Re:
    American
    Battery Technology Company

    Registration
    Statement on Form S-3

    Filed
    December 29, 2023

    File
    No. 333-276329

Dear
Mr. Coleman:

Set
forth below are responses of American Battery Technology Company (the “Company”) to comments received from the Staff by letter
dated January 18, 2024. For your convenience in reviewing, your comments are included in italics immediately followed by the Company’s
response.

The
Company filed a Current Report on Form 8-K that disclosed the issuance of a press release (the “December Press Release”)
announcing the completion of an Initial Assessment with Engineering Economics for the Tonopah Flats Project, Esmeralda and Nye Counties,
Nevada, USA” (the “December TRS”), and shortly thereafter, on January 22, 2024, the Company filed a second Current
Report on Form 8-K that disclosed the issuance of a Press Release (the “January Press Release”) announcing the completion
of an Updated Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye
Counties, Nevada, USA (the “January TRS”). The Form 8-K also included filed copies of the January TRS and Consent of the
QP. In response to the Staff’s comments, the Company intends to file a Form 8-K including a revised technical report summary (the
“Revised TRS”) that addresses the Staff’s comments as discussed herein, as well as a press release announcing the Revised
TRS (the “Revised TRS Press Release”), which would include the following language:

ABTC
published the TFLP Initial Assessment in December 2023 and updated it in January 2024. ABTC is publishing an Amended Updated Resource
Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project, Esmeralda and Nye Counties, Nevada, USA
(Updated Initial Assessment), that includes the following changes from the report released on January 18, 2024. In addition to
upgrading the resource classification for TFLP and increasing the deposit size, the Updated Initial Assessment provided further clarification
on several items which included:

    •
    additional
    cautionary language describing the speculative nature of Inferred Mineral Resources.

    •
    language
    stating that the IA was completed with Inferred Mineral Resources only and that there is currently no economic viability without
    those resources.

    •
    line
    items for total tons of lithium hydroxide monohydrate (LHM) above cutoff grade and total tons of material processed in Table 19.1.

    •
    Removal
    of the quantity of mineral resources for adjacent properties that were prepared under jurisdictions that are not compliant with SK
    1300.

    Location

    555
    17th Street, Suite 3200

    Denver,
    CO 80202-3921

    Mailing
                                            Address

                                                                     P.O.
                                            Box 8749

    Denver,
    CO 80201-8749

    Contact

    p:
    303.295.8000 | f: 303.295.8261

    www.hollandhart.com

    Holland
    & Hart LLP   Anchorage   Aspen   Billings   Boise   Boulder   Cheyenne   Denver   Jackson
    Hole   Las Vegas     Reno     Salt Lake City   Santa Fe   Washington,
    D.C.

  United
                                            States Securities and

                                                                   Exchange
                                            Commission

Page
2

The
Updated Initial Assessment maintains the Initial Assessment economic analysis and values published by the Company in December 2023, and
notes that these values are conservative considering the improved updated classification of the resource in the Updated Initial Assessment.
It is expected that with future updates the project economics will improve.

 While the TFLP is estimated to have a significantly longer actual mine life, for purposes of the economic analysis, the Initial Assessment limits the project to a mine life of 50 years for approximately 643.2 million tons of claystone processed with an average of 3,815ppm LHM grade processed. With $781.8 million in initial capital costs, production costs of $4,636/ton of LHM, overall operating costs of $6,080/ ton of LHM produced, and average annual production of 33,000 tons of LHM, the report estimates a $9.56 billion after-tax net present value (NPV) at a 5% discount rate. This assessment is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that this economic assessment will be realized. The Initial Assessment was based solely on inferred mineral resources and, as a result, if inferred mineral resources were excluded from the economic analysis, there would be no economic viability. Subsequent to the Initial Assessment, approximately 52% of the mineral resources were upgraded to either measured or indicated.

Registration
Statement on Form S-3

Incorporation
By Reference

Form
8-K Filed December 21, 2023

Item
9.01 Financial Statements and Exhibits

Exhibit
99.1, page 1

1.
We note that your press release includes the economic results of a technical report summary that is based solely on inferred resources.
If providing an economic analysis in an initial assessment, inferred resources may be included in the economic analysis, provided the
information under Item 1302(d)(4)(ii) of Regulation S-K is also provided. This is required disclosure in the initial assessment that
forms part of the economic analysis, and therefore should accompany the economic results in other disclosures, such as your press release.

The
information required includes a statement that the assessment is preliminary in nature, it includes inferred resources that are considered
too speculative geologically to have modifying factors applied to them that would enable them to be categorized as mineral reserves,
and there is no certainty that this economic assessment will be realized; the percentage of mineral resources used in the cash flow analysis
that are classified as inferred should be disclosed; and the results of the economic analysis without inferred resources should be disclosed.

The
information required under Item 1302(d)(4)(ii) of Regulation S-K should be provided with equal prominence to the rest of the results,
in context and format. Please revise your press release to include this information.

Please
note that the January TRS and the January Press Release include inferred, measured, and indicated mineral resources and supersede the
December TRS and December Press Release. As indicated above, the Revised TRS Press Release will include prominent disclosure of the information
required under Item 1302(d)(4)(ii).

2.
We note that your press release states that the mine life of the project is over 400 years, however the technical report summary contemplates
a 50 year mine life. Please advise.

As
explained in the December Press Release and the January Press Release, the Tonopah Flats Lithium Project has an estimated mine life of
over 400 years; however, for purposes of the December TRS, January TRS, and the Revised TRS, the report assumes a project mine life of
50 years. In the Revised TRS Press Release, we have removed the reference to the 400-year estimated mine life.

  United
                                            States Securities and

                                                                   Exchange
                                            Commission

Page
3

Incorporation
By Reference

Form
8-K/A Filed December 22, 2023

Item
9.01 Financial Statements and Exhibits

Exhibit
99.6, page 1

3.
Please obtain a revised technical report summary that includes the information required under Item 1302(d)(4)(ii) of Regulation S-K.
In order to satisfy the equal prominence requirement, the cautionary language and the results of the economic analysis should be presented
with and without inferred resources throughout the entirety of the technical report summary, including the introduction and conclusion,
along with any other required disclosure.

The
Revised TRS includes the information required under Item 1302(d)(4)(ii) of Regulation S-K.

4.
We note that the technical report summary contemplates the production of lithium hydroxide monohydrate (LHM), including a production
capacity of 33,000 tons of lithium hydroxide monohydrate in Section 14.1 and production of 1,612k tons LHM on page on page 85; however
certain tables include lithium hydroxide (LiOH), such as Table 19.1. Please advise and if necessary obtain a revised technical report
summary.

Table
19-1 in the Revised TRS has been updated to include line items for total tons of LHM above cutoff grade and total tons of material processed.

5.
The capital and operating costs in an initial assessment must have an accuracy of at least plus or minus 50%. Please obtain a revised
technical report summary that states the accuracy of the operating and capital costs as required by Item 601(b)(96)(iii)(B)(18)(i) of
Regulation S-K, or tell us where this information is located in the technical report summary.

Sections
18.1 and 18.2 of the Revised TRS have been updated to include statements regarding accuracy of at least plus or minus 50% for capital
costs and operating costs.

6.
We are unable to read Table 19-2 Initial Assessment Cash-Flow due to the size of the font. Please obtain a revised technical report summary
that presents this table in a legible manner, for example a larger font size or multiple pages.

The
font size used for table 19-2 of the Revised TRS has been increased so that the text is legible.

7.
We note that the technical report includes mineral resources on adjacent properties beginning on page 91. Resources prepared under another
jurisdiction cannot be substituted for SK 1300 compliant mineral resources. If necessary obtain a technical report summary that does
not include quantities of mineral resources prepared under another jurisdiction that are not SK 1300 compliant.

The
mineral resource quantities for adjacent properties have been removed from Section 20 (Adjacent Properties) of the Revised TRS to the
extent that such quantities of mineral resources were prepared under another jurisdiction that are not compliant with SK 1300.

Please
contact me (303.290.1086) or Bret Meich (775.561.0454), the Company’s General Counsel, if you should have any questions regarding
the responses contained herein.

  Sincerely,

  /s/
  Amy L. Bowler

  Amy
  L. Bowler

  Partner

  of Holland
  & Hart llp

ALB:cr

United States securities and exchange commission logo
January 18, 2024
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Company
Registration Statement on Form S-3
Filed December 29, 2023
File No. 333-276329
Dear Ryan Melsert:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Incorporation By Reference
Form 8-K Filed December 21, 2023
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1, page 1
1.We note that your press release includes the economic results of a technical report
summary that is based solely on inferred resources.  If providing an economic analysis in
an initial assessment, inferred resources may be included in the economic analysis,
provided the information under Item 1302(d)(4)(ii) of Regulation S-K is also provided.
This is required disclosure in the initial assessment that forms part of the economic
analysis, and therefore should accompany the economic results in other disclosures, such
as your press release.

 FirstName LastNameRyan Melsert
 Comapany NameAmerican Battery Technology Company
 January 18, 2024 Page 2
 FirstName LastName
Ryan Melsert
American Battery Technology Company
January 18, 2024
Page 2
The information required includes a statement that the assessment is preliminary in nature,
it includes inferred resources that are considered too speculative geologically to have
modifying factors applied to them that would enable them to be categorized as mineral
reserves, and there is no certainty that this economic assessment will be realized; the
percentage of mineral resources used in the cash flow analysis that are classified as
inferred should be disclosed; and the results of the economic analysis without inferred
resources should be disclosed.

The information required under Item 1302(d)(4)(ii) of Regulation S-K should be provided
with equal prominence to the rest of the results, in context and format.  Please revise your
press release to include this information.
2.We note that your press release states that the mine life of the project is over 400 years,
however the technical report summary contemplates a 50 year mine life.  Please advise.
Incorporation By Reference
Form 8-K/A Filed December 22, 2023
Item 9.01 Financial Statements and Exhibits
Exhibit 99.6, page 1
3.Please obtain a revised technical report summary that includes the information required
under Item 1302(d)(4)(ii) of Regulation S-K.  In order to satisfy the equal prominence
requirement, the cautionary language and the results of the economic analysis should be
presented with and without inferred resources throughout the entirety of the technical
report summary, including the introduction and conclusion, along with any other required
disclosure.
4.We note that the technical report summary contemplates the production of lithium
hydroxide monohydrate (LHM), including a production capacity of 33,000 tons of lithium
hydroxide monohydrate in Section 14.1 and production of 1,612k tons LHM on page on
page 85; however certain tables include lithium hydroxide (LiOH), such as Table 19.1.
Please advise and if necessary obtain a revised technical report summary.
5.The capital and operating costs in an initial assessment must have an accuracy of at least
plus or minus 50%.  Please obtain a revised technical report summary that states the
accuracy of the operating and capital costs as required by Item 601(b)(96)(iii)(B)(18)(i) of
Regulation S-K, or tell us where this information is located in the technical report
summary.
6.We are unable to read Table 19-2 Initial Assessment Cash-Flow due to the size of the font.
Please obtain a revised technical report summary that presents this table in a legible
manner, for example a larger font size or multiple pages.

 FirstName LastNameRyan Melsert
 Comapany NameAmerican Battery Technology Company
 January 18, 2024 Page 3
 FirstName LastName
Ryan Melsert
American Battery Technology Company
January 18, 2024
Page 3
7.We note that the technical report includes mineral resources on adjacent properties
beginning on page 91.  Resources prepared under another jurisdiction cannot be
substituted for SK 1300 compliant mineral resources.  If necessary obtain a technical
report summary that does not include quantities of mineral resources prepared under
another jurisdiction that are not SK 1300 compliant.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            For engineering related questions please contact John Coleman at 202-551-3610.  Please
contact Michael Purcell at 202-551-5351 or Daniel Morris at 202-551-3314 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

CORRESP
1
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October
20, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
American Battery Technology Company - Withdrawal and Resubmission of Acceleration Request

Registration
Statement on Form S-3 (File No. 333-274524)

Ladies
and Gentlemen:

Reference
is made to (i) Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-274524) (the “Registration Statement”)
of American Battery Technology Company (the “Company”) and (ii) our letter to you dated October 20, 2023 (the “Prior
Acceleration Request”) in which we requested to accelerate the effective date of the Registration Statement to October 23, 2023.
We hereby withdraw our Prior Acceleration Request. Pursuant to Rule 461 under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, the Company respectfully requests that the effective date for the Registration Statement be accelerated
so that the Registration Statement will be declared effective at 9:00 a.m. Eastern Time on October 24, 2023, or as soon thereafter as
is practicable.

Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

    Very
    truly yours,

    American
    Battery Technology Company

    /s/
    Ryan Melsert

    Name:

    Ryan
    Melsert

    Title:

    Chief
    Executive Officer

cc:
Amy Bowler, Esq.

CORRESP
1
filename1.htm

October
20, 2023

VIA
EDGAR

Michael
Purcell

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Acceleration Request for American Battery Technology Company Registration Statement on Form S-3 (File No. 333-274524)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, American Battery Technology
Company (the “Company”) respectfully requests that the effective date for the above captioned registration statement on Form
S-3 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 7:00
a.m. Eastern Time on October 23, 2023, or as soon thereafter as is practicable.

Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

    Very
    truly yours,

    American
    Battery Technology Company

    /s/
    Ryan Melsert

    Name:
    Ryan Melsert

    Title:
    Chief Executive Officer

cc:
Amy Bowler, Esq.

CORRESP
1
filename1.htm

    Amy
    L. Bowler

    Partner

    Phone
    303.290.1086

    abowler@hollandhart.com

September
29, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

Attn:
    Michael Purcell, Staff Attorney

              Daniel
Morris, Legal Branch Chief

Washington,
D.C. 20549

    Re:
    AMERICAN
    BATTERY TECHNOLOGY COMPANY

    Registration
    Statement on Form S-3

    Filed
    September 14, 2023

    File
    No. 333-274524

Dear
Mr. Purcell:

Set
forth below are responses of American Battery Technology Company (the “Company”) to comments received from the staff by letter
dated September 26, 2023. For your convenience in reviewing, your comment is included in italics immediately followed by the Company’s
response.

1.
We note that your company incurred a net loss in fiscal year 2022. Accordingly, please update your financial statements and related financial
information in accordance with Rule 8-08(b) of Regulation S-X. You will need to include your audited financial statements or file and
incorporate by reference your annual report for fiscal year ended June 30, 2023 before we will accelerate the effective date of your
registration statement.

The
Company filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Form 10-K”) on September 28, 2023.
We have incorporated the Form 10-K by reference into Amendment No. 1 to the Company’s Registration Statement on Form S-3 (File
No. 333-274524).

Please
contact me (303.290.1086) or Bret Meich (775.561.0454), the Company’s General Counsel, if you should have any questions regarding
the responses contained herein.

    Very
    truly yours,

    Amy
    L. Bowler

    Partner
    of Holland & Hart llp

    ALB:cr

    Location
    Mailing
    Address
    Contact

    555
    17th Street, Suite 3200
    P.O.
    Box 8749
    p:
    303.295.8000 | f: 303.295.8261

    Denver,
    CO 80202-3921
    Denver,
    CO 80201-8749
    www.hollandhart.com

Holland
& Hart LLP Anchorage Aspen Billings Boise Boulder Cheyenne Denver Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington,
D.C.

United States securities and exchange commission logo
September 26, 2023
Ryan Melsert
Chief Executive Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Company
Registration Statement on Form S-3
Filed September 14, 2023
File No. 333-274524
Dear Ryan Melsert:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.  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 your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that your company incurred a net loss in fiscal year 2022. Accordingly, please
update your financial statements and related financial information in accordance with Rule
8-08(b) of Regulation S-X. You will need to include your audited financial statements or
file and incorporate by reference your annual report for fiscal year ended June 30,
2023 before we will accelerate the effective date of your registration statement.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameRyan Melsert
 Comapany NameAmerican Battery Technology Company
 September 26, 2023 Page 2
 FirstName LastName
Ryan Melsert
American Battery Technology Company
September 26, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michael Purcell, Staff Attorney, at 202-551-5351 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       S. Chase Dowden

CORRESP
1
filename1.htm

August
4, 2023

VIA
EDGAR

Anuja
Majmudara

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Acceleration Request for American Battery Technology Company Registration Statement on Form S-3 (File No. 333-271954)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, American Battery Technology
Company (the “Company”) respectfully requests that the effective date for the above captioned registration statement on Form
S-3 (the “Registration Statement”), be accelerated so that the Registration Statement will be declared effective at 4:30
p.m. Eastern Time on August 8, 2023, or as soon thereafter as is practicable.

Should
you have any questions regarding the Registration Statement, please contact Amy Bowler at (303) 290-1086.

    Very
    truly yours,

    American
    Battery Technology Company

    /s/ Ryan Melsert

    Name:

    Ryan
    Melsert

    Title:
    Chief
Executive Officer

cc:
Amy Bowler, Esq.

CORRESP
1
filename1.htm

    Amy L. Bowler

    Partner

    Phone 303.290.1086

    abowler@hollandhart.com

July 3, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office of Energy
& Transportation

Attn: Anuja A. Majmudar,
Attorney-Advisor

Daniel Morris, Legal
Branch Chief

Washington, D.C.
20549

    Re:
    AMERICAN BATTERY TECHNOLOGY COMPANY

    Registration Statement on Form S-3

    Filed May 16, 2023

    File No. 333-271954

Dear Ms. Majmudar:

Set forth below are responses
of American Battery Technology Company (the “Company”) to comments received from the staff by letter dated June 6, 2023. For
your convenience in reviewing, your comment is included in italics immediately followed by the Company’s response.

1. We note that you are registering
the resale of 11 million shares of common stock. According to the Second Amended and Restated Membership Interest Purchase Agreement,
as amended, the proceeds from the shares to be sold by the selling stockholder will comprise a portion of the purchase price to be paid
by the registrant in connection with the acquisition. Please provide us with your analysis as to why the selling stockholder should not
be deemed an underwriter.

The Parties have
entered into a Third Amended and Restated Membership Interest Purchase Agreement, dated as of June 30, 2023 (the “Amended Agreement”),
a copy of which is being filed as an exhibit to the Registration Statement, as amended. The Amended Agreement removes the requirement
for the Selling Stockholder to contribute $1,500,000 of the proceeds it receives from its sales of the Shares to an indemnity escrow account
for the benefit of the Company. The Amended Agreement further makes clear that the Selling Stockholder does not have any obligation to
sell the Shares. An amendment to the Registration Statement has been filed to, among other changes, register approximately 9,100,000 Shares
and remove references to the indemnity escrow account arrangement.

    Location

    Mailing Address

    P.O. Box 8749

    Denver, CO 80201-8749

    Contact

    555 17th Street, Suite 3200

    Denver, CO 80202-3921

    p: 303.295.8000 | f: 303.295.8261

    www.hollandhart.com

    Holland & Hart LLP Anchorage Aspen Billings Boise Boulder Cheyenne Denver Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.

    United States Securities and Exchange Commission

    Page 2

It is the
Company’s belief that the Selling Stockholder should not be deemed to be an underwriter for several reasons. First, the
Selling Stockholder has not been engaged by the Company to sell Shares on behalf of the Company. Second, the Selling Stockholder has
not purchased the Shares from the Company with a view to, or to sell for the Company in connection with, the distribution of the
Shares, or participated or have a direct or indirect participation in any such undertaking, or participated or have a participation
in the direct or indirect underwriting of any such undertaking. Third, the Company will not receive any proceeds from the sale of
the Shares, if and when the Selling Stockholder sells the Shares. Lastly, it is possible that the Selling Stockholder may hold the
shares more than six months after the date of delivery, which would qualify the Selling Stockholder for exemption from underwriter
status pursuant to Rule 144 under the Securities Act.

2. We note the termination
provisions set forth in Section 7.01(b)(iii) of Ex. 10.1 state that the first deposit, second deposit, third deposit, and June extension
are non-refundable. However, the 11 million shares issued in connection with the acquisition transaction are not mentioned. Please reconcile
this section with the recitals to Ex. 10.1 and Ex. 10.2 where you state that the 11 million shares are non-refundable and irrevocable.

Once shares are issued as consideration,
they should not be regarded as being refundable, unless there are specific provisions that create the right to have the shares refunded
or revoked. The Shares have been transferred into the name of the Selling Stockholder, there is no contractual right to for those Shares
to be returned or refunded, and the Company is registering those Shares for resale by the Selling Stockholder. The Amended Agreement clarifies
that the approximately 9.1 million shares to be retained by the Selling Stockholder are non-refundable and irrevocable.

3. We note that the acquisition
transaction is expected to close once the selling stockholder has received net cash proceeds of at least $6.6 million from the sale of
such shares. Your disclosure should address the consequences of a potential shortfall as contemplated by Section 2.01(k) of the Purchase
Agreement, as amended, including any obligations to register additional shares if there is a shortfall. In addition, please address the
potential impact of sales by the selling stockholder on your stock price, as appropriate.

We have added the following language
on page 15 regarding the purchase price adjustment in Section 2.01(k) and have expanded our risk factor on page 11 to address the potential
impact of sales by the Selling Stockholder on the stock price.

Change to page 15:

“The table below shows the Shares
that are being offered pursuant to this prospectus. This prospectus also covers any additional shares of our common stock that may be
issued by reason of a stock dividend, stock split or other similar transaction effected without our receiving any cash or other value,
which results in an increase in the number of shares of our common stock outstanding. The Purchase Agreement provides that, if the sum
of the value of the Shares held by the Selling Stockholder plus the aggregate net cash proceeds from the sale of shares is less than $6,000,000
(such amount less than $6,000,000, the “Shortfall”), then we must pay the Selling Stockholder cash equal to the Shortfall.
However, no additional shares would be issued in the case of such Shortfall.”

    United States Securities and Exchange Commission

    Page 3

Change to page 11:

“The number of shares of our
Common Stock available for future issuance or sale could adversely affect the per share trading price of our Common Stock.

We cannot predict whether future issuances
or sales of our Common Stock or the availability of shares for resale in the open market, including the Shares issued to the Selling Stockholder,
will decrease the per share trading price of our Common Stock, although an increased supply of shares often results in negative downward
pricing pressure on the per share trading price. The issuance of a substantial number of shares of our Common Stock in the public market
or the perception that such issuances might occur could adversely affect the per share trading price of our Common Stock. In addition
to the approximately 9,100,000 Shares issued to the Selling Stockholder that are being registered pursuant to this prospectus and are
expected to be sold over the course of the next few months, we have issued or registered for resale a total of 168,404,417 shares in connection
with several transactions that have occurred during the last two fiscal years.”

Please contact me (303.290.1086)
or Bret Meich (775.561.0454), the Company’s General Counsel, if you should have any questions regarding the responses contained
herein.

    Very truly yours,

    Amy L. Bowler

    Partner

    of Holland & Hart llp

    ALB:cr

United States securities and exchange commission logo
June 6, 2023
Ryan Melsert
Chief Executive Officer
AMERICAN BATTERY TECHNOLOGY COMPANY
100 Washington Street, Suite 100
Reno, NV 89503
Re:AMERICAN BATTERY TECHNOLOGY COMPANY
Registration Statement on Form S-3
Filed May 16, 2023
File No. 333-271954
Dear Ryan Melsert:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.  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 your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed May 16, 2023
General
1.We note that you are registering the resale of 11 million shares of common stock.
According to the Second Amended and Restated Membership Interest Purchase
Agreement, as amended, the proceeds from the shares to be sold by the selling stockholder
will comprise a portion of the purchase price to be paid by the registrant in connection
with the acquisition. Please provide us with your analysis as to why the selling
stockholder should not be deemed an underwriter.

 FirstName LastNameRyan Melsert
 Comapany NameAMERICAN BATTERY TECHNOLOGY COMPANY
 June 6, 2023 Page 2
 FirstName LastName
Ryan Melsert
AMERICAN BATTERY TECHNOLOGY COMPANY
June 6, 2023
Page 2
2.We note the termination provisions set forth in Section 7.01(b)(iii) of Ex. 10.1 state that
the first deposit, second deposit, third deposit, and June extension are non-refundable.
However, the 11 million shares issued in connection with the acquisition transaction are
not mentioned. Please reconcile this section with the recitals to Ex. 10.1 and Ex. 10.2
where you state that the 11 million shares are non-refundable and irrevocable.
3.We note that the acquisition transaction is expected to close once the selling stockholder
has received net cash proceeds of at least $6.6 million from the sale of such shares. Your
disclosure should address the consequences of a potential shortfall as contemplated by
Section 2.01(k) of the Purchase Agreement, as amended, including any obligations to
register additional shares if there is a shortfall.  In addition, please address the potential
impact of sales by the selling stockholder on your stock price, as appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Daniel
Morris, Legal Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Bowler

CORRESP
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filename1.htm

May
22, 2023

VIA
EDGAR

Anuja
Majmudara

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Re:
Delaying Amendment for American Battery Technology Company Registration Statement on Form S-3 (File No. 333-271954)

Ladies
and Gentlemen:

Reference
is made to that Registration Statement on Form S-3 (File No. 333-271954) filed by American Battery Technology Company (the “Company”)
with the U.S. Securities and Exchange Commission on May 15, 2023 (the “Registration Statement”). Pursuant to Rule 473(c)
of the Securities Act of 1933, as amended (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of the
Act, is hereby incorporated on the facing page of the Registration Statement:

“The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.”

If
you have any questions or comments in connection with this delaying amendment, please contact Amy Bowler of Holland & Hart LLP by
telephone at (303) 290-1086.

    Very
    truly yours,

    American
    Battery Technology Company

    /s/
    Ryan Melsert

    Name:
    Ryan
    Melsert

    Title:

    Chief
    Executive Officer

United States securities and exchange commission logo
February 21, 2023
Kimberly Eckert
Chief Financial Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2022
Filed September 12, 2022
File No. 000-55088
Dear Kimberly Eckert:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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AMERICAN
BATTERY TECHNOLOGY COMPANY

100
Washington Street, Suite 100

Reno,
NV 89503

Tel:
(775) 473-4744

February
14, 2023

Ms.
Joanna Lam and Mr. Craig Arakawa

Division
of Corporation Finance

Office
of Energy and Transportation

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    American
    Battery Technology Company

    Form
    10-K for the Fiscal Year Ended June 30, 2022 Filed September 12, 2022

    File
    No. 000-55088

    CIK
    No. 0001576873

Dear
Ms. Lam and Mr. Arakawa:

On
behalf of American Battery Technology Company (the “Company”), this letter responds to comments provided by the staff of
the Division of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”)
provided to the undersigned on January 31, 2023, regarding the Company’s Annual Report on Form 10-K (the “Annual Report”),
which was filed with the Commission on September 12, 2022.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Annual Report.

Form
10-K for the Fiscal Year Ended June 30, 2022 Item 1. Business

Industry
Collaborations, page 7

    1.
    You
    disclose that you along with Dupont Water Solutions were awarded a $4.5 million competitive grant from the US Department of Energy’s
    Advanced Manufacturing Office and at page 6 that you also received, as a co-grantee, a $2 million grant award from the US Advanced
    Battery Consortium in October 2021. Disclosure in your most recent Form 10-Q appears to indicate that you have only received or were
    entitled to receive $0.3 million of these amounts as of the quarter ended September 30, 2022. Please address the following points:

    ●
    Clarify
    the amounts you have received for each of these grants for the year ended June 30, 2022 and the quarter ended September 30, 2022
    and to date,

    ●
    Disclose
    where the amounts received, if any, are captured in your statement of cash flows, and

    ●
    For
    each of these grants, disclose the total amounts that you are entitled to and any conditions or requirements that must be fulfilled
    to receive these amounts.

Response:
On January 20, 2021 the US DOE issued a public release1 that ABTC had been selected for award negotiations for a three-year
project with a total budget of $4,544,244 for the field demonstration of its selective leaching, targeted purification, and electro-chemical
production of battery grade lithium hydroxide from domestic claystone resources technology. The project budget is $4,544,244 over a three-year
period, whereby through this grant award ABTC is eligible to receive reimbursement of up to 50% of eligible expenditures, or up to $2,272,112,
over two Budget Periods. The prime agreement contract for this grant (the “AMO grant”) was issued with a project start date
of October 1, 2021, at which time ABTC was fully funded, without conditions, for the first Budget Period to run from October 1, 2021
through March 31, 2023. In order to gain access to the funding for Budget Period 2, ABTC will undergo a review with the DOE before March
31, 2023 to evaluate the data generated during Budget Period 1 and the resulting projected cost of production for its commercial scale
lithium manufacturing operations, after which the US DOE will make an assessment as to whether or not funds associated with Budget Period
2 will be released. The Company incurs the costs associated with the grant project on an ongoing basis and invoices the US DOE for reimbursement
of 50% of the eligible expenses.

On
August 16, 2021, ABTC received a contract award for a 30-month project with a total budget of $2,000,000 from the US Advanced Battery
Consortium (the “USABC grant”) as part of a competitively bid project, through which ABTC is able to receive reimbursement
for up to $500,000 of eligible expenditures. ABTC was fully funded for this project at the time of award, without conditions. The objective
of the contract award is for the commercial-scale development and demonstration of an integrated lithium-ion battery recycling system,
the production of battery cathode grade metal products, the synthesis of high energy density active cathode material from these recycled
battery metals, and then the fabrication of large format automotive battery cells from these recycled materials and the testing of these
cells against otherwise identical cells made from virgin sourced metals.

The
Company recognizes funds received under these awards as an offset to specific Research and Development programs and accounts for these
awards under ASU No. 2021-10 – Government Assistance. The Company recognizes invoiced government funds as an offset to R&D
costs in the period the qualifying costs are incurred. The Company believes this best reflects the expected net expenditures associated
with these programs and the grant funds received are not separately reported in the statement of cashflows.  The amounts that ABTC
has recognized in its financial statements, as an offset to R&D costs, for the fiscal year ended June 30, 2022 and the fiscal quarter
ended September 30, 2022 are outlined in the table below.

    Three months

 ended

 September 30, 2022

    Fiscal Year

 ended

 June 30, 2022

    AMO Grant
    $ 263,662
    $ 31,894

    USABC Grant
    $ 59,689
    $ 72,413

1https://www.energy.gov/eere/amo/articles/energy-department-selects-15-projects-advance-critical-material-innovations

Further,
the Company has included the disclosure below in its Form 10-Q for the period ended December 31, 2022. This disclosure is included in
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations under the heading “Components
of the Statement of Operations”. The Company intends to maintain this disclosure in future filings.

Grant
Funding

On
August 16, 2021, ABTC received a contract award for a 30-month project with a total budget of $2.0 million from the US Advanced Battery
Consortium (the “USABC grant”) as part of a competitively bid project, through which ABTC will receive reimbursement for
up to $500,000 of eligible expenditures. The objective of the contract award is for the commercial-scale development and demonstration
of an integrated lithium-ion battery recycling system, the production of battery cathode grade metal products, the synthesis of high
energy density active cathode material from these recycled battery metals, and then the fabrication of large format automotive battery
cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals.

On
January 20, 2021 the US DOE issued a public release that ABTC had been selected for award negotiation for a three-year project with a
total budget of $4.5 million for the field demonstration of its selective leaching, targeted purification, and electro-chemical production
of battery grade lithium hydroxide from domestic claystone resources technology. Through this grant award ABTC is eligible to receive
reimbursement of up to 50% of eligible expenditures, or up to $2.3 million. The prime agreement contract for this grant (the “AMO
grant”) was issued with a project start date of October 1, 2021

The
Company recognizes approved funds under these awards as an offset to specific R&D programs. As mentioned in the notes to the financial
statement, the Company accounts for these awards under ASU No. 2021-10, “Government Assistance.” The Company recognizes qualified
expenditures and their respective government assistance and nets the funds received against the total cost incurred to arrive at a net
expenditure per period. The Company believes this best reflects the continued investment in R&D along with the assistance of financial
government assistance. The amounts below represent the funds received by the Company from Government entities.

    Six months

 ended

 December 31, 2022

    Fiscal Year

 ended

 June 30, 2022

    USABC grant
    $ 75,981
    $ 72,413

    AMO grant
    $ 294,427
    $ 31,894

2. We
                                            note disclosure in two Form 8-Ks filed on October 21, 2022 and November 17, 2022 that you,
                                            in collaboration with grant partners DuPont Water Solutions, University of Nevada, Reno,
                                            and Argonne National Laboratory, were awarded $57 million towards a project from the U.S.
                                            Department of Energy and a $10 million grant under the Bipartisan Infrastructure Law. Explain
                                            how these grants are related, and for each of these grants, disclose the amounts that ABTC
                                            is entitled to and any conditions or requirements that must be fulfilled to receive these
                                            amounts.

Response:
On October 19, 2022 the US DOE issued a public release2 that ABTC had been selected for award negotiations for a five-year
project with a total budget of $115,489,662 for the construction, commissioning, and operations of a commercial scale lithium hydroxide
refinery. Through this grant award (the “Commercial Lithium Hydroxide Refinery grant”), ABTC would be eligible to receive
reimbursement of up to 50% of eligible expenditures over the duration of the project. At this time, ABTC and the US DOE are still under
contract negotiations and there are no agreements in place or funds accessible.

On
November 16, 2022 the US DOE issued a public release3 that ABTC had been selected for award negotiations for a
three-year project with a total budget of $20,000,000 for the validation, testing, and commercialization of a set of next generation
lithium-ion battery recycling technologies. Through this grant award (the “Next-Generation Recycling grant”), ABTC would
be eligible to receive reimbursement of up to 50% of eligible expenditures over the duration of the project. At this time, ABTC and
the US DOE are still under contract negotiations and there are no agreements in place or funds accessible.

While
both of these grant awards would be funded through the Bipartisan Infrastructure Law, they are mutually exclusive and have no relation
to each other.

Please
do not hesitate to contact our counsel Darrin Ocasio at (212) 930-9700 with any questions or comments regarding this correspondence.
Thank you.

    Sincerely,

    American
    Battery Technology Company

    By:

    /s/
    Kimberly Eckert

    Kimberly
    Eckert

    Chief
    Financial Officer

    cc:
    Darrin
    Ocasio, Esq., Sichenzia Ross Ference LLP

2
https://www.energy.gov/articles/biden-harris-administration-awards-28-billion-supercharge-us-manufacturing-batteries

3https://www.energy.gov/articles/biden-harris-administration-announces-nearly-74-million-advance-domestic-battery-

recycling

United States securities and exchange commission logo
January 31, 2023
Kimberly Eckert
Chief Financial Officer
American Battery Technology Company
100 Washington Street, Suite 100
Reno, NV 89503
Re:American Battery Technology Company
Form 10-K for the Fiscal Year Ended June 30, 2022
Filed September 12, 2022
File No. 000-55088
Dear Kimberly Eckert:
            We have reviewed your 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2022
Item 1. Business
Industry Collaborations, page 7
1.You disclose that you along with Dupont Water Solutions were awarded a $4.5 million
competitive grant from the US Department of Energy's Advanced Manufacturing Office
and at page 6 that you also received, as a co-grantee, a $2 million grant award from the
US Advanced Battery Consortium in October 2021.  Disclosure in your most recent Form
10-Q appears to indicate that you have only received or were entitled to receive $0.3
million of these amounts as of the quarter ended September 30, 2022.  Please address the
following points:

•Clarify the amounts you have received for each of these grants for the year ended
June 30, 2022 and the quarter ended September 30, 2022 and to date,

 FirstName LastNameKimberly Eckert
 Comapany NameAmerican Battery Technology Company
 January 31, 2023 Page 2
 FirstName LastName
Kimberly Eckert
American Battery Technology Company
January 31, 2023
Page 2

•Disclose where the amounts received, if any, are captured in your statement of cash
flows, and
•For each of these grants, disclose the total amounts that you are entitled to and any
conditions or requirements that must be fulfilled to receive these amounts.
2.We note disclosure in two Form 8-Ks filed on October 21, 2022 and November 17, 2022
that you, in collaboration with grant partners DuPont Water Solutions, University of
Nevada, Reno, and Argonne National Laboratory, were awarded $57 million towards a
project from the U.S. Department of Energy and a $10 million grant under the Bipartisan
Infrastructure Law.  Explain how these grants are related, and for each of these grants,
disclose the amounts that ABTC is entitled to and any conditions or requirements that
must be fulfilled to receive these amounts.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Joanna Lam, Staff Accountant at 202-551-3476 or Craig Arakawa,
Branch Chief at 202-551-3650 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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Acceleration Request Letter

AMERICAN BATTERY METALS CORPORATION

930 Tahoe Blvd., Suite 802-16

Incline Village, NV 89451

March 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Loan Lauren Nguyen and Kevin Dougherty

Re: American Battery METALS CORPORATION

Registration Statement on Form S-3/A

Submitted on February 25, 2021

File No. 333-252492

Dear Ms. Loan Lauren Nguyen and Mr. Kevin Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, American Battery Metals Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 9:00 a.m., Eastern Standard Time, on March 15, 2020, or as soon thereafter as possible.

American Battery Metals Corporation

By: /s/ Douglas Cole

Name: Douglas Cole

Title:  Chief Executive Officer and Chairman

CORRESP
1
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Acceleration Withdrawal Letter

AMERICAN BATTERY METALS CORPORATION

930 Tahoe Blvd., Suite 802-16

Incline Village, NV 89451

March 12, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Loan Lauren Nguyen and Kevin Dougherty

Re: American Battery Metals Corporation

Registration Statement on Form S-3

File No. 333-252492

Dear Ms. Loan Lauren Nguyen and Mr. Kevin Dougherty:

American Battery Metals Corporation hereby requests withdrawal of its request for the acceleration of effectiveness of the above-referenced registration statement as set forth in its letter dated March 11, 2021.

American Battery Metals Corporation

By: /s/ Douglas Cole

Name: Douglas Cole

Title:  Chief Executive Officer and Chairman

CORRESP
1
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Acceleration Request Letter

AMERICAN BATTERY METALS CORPORATION

930 Tahoe Blvd., Suite 802-16

Incline Village, NV 89451

March 11, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Loan Lauren Nguyen and Kevin Dougherty

Re: American Battery METALS CORPORATION

Registration Statement on Form S-3/A

Submitted on February 25, 2021

File No. 333-252492

Dear Ms. Loan Lauren Nguyen and Mr. Kevin Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, American Battery Metals Corporation (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:15 p.m., Eastern Standard Time, on March 15, 2020, or as soon thereafter as possible.

American Battery Metals Corporation

By: /s/ Douglas Cole

Name: Douglas Cole

Title:  Chief Executive Officer and Chairman

CORRESP
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SEC Response Letter

February 24, 2021

VIA EDGAR AND ELECTRONIC MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Office of Energy & Transportation

Re: AMERICAN BATTERY METALS CORP

Registration Statement on Form S-3

Filed January 28, 2021

File No. 333-252492

Ladies and Gentlemen:

On behalf of American Battery Metals Corp, a Nevada corporation (the “Company”), we are hereby filing in electronic format through EDGAR with the U.S. Securities and Exchange Commission (the “SEC”), pursuant to the Securities Act of 1933, as amended, one complete copy of the Company’s Amendment No. 1 to Registration Statement on Form S-3 (the “Amendment”), for the registration of shares of the Company’s common stock, including one complete copy of the exhibits listed as filed therewith.

To facilitate the staff’s review, the comments are reproduced before each of the Company’s responses thereto. All page numbers referred to in the responses to the staff’s comments correspond to the page numbers of the Amendment.

Comments and Responses

Form S-3 filed January 28, 2021

Cover page

1.Please describe the recent price volatility in your stock and briefly disclose any known risks of investing in your stock under these circumstances. Add, for comparison purposes, disclosure of the market price of your common stock prior to the recent price volatility in your stock. For example, disclose the price at which your stock was trading before December 16, 2020.

Response: Please see the revised disclosure per your comment on page 4 of the Amendment.

2.Describe any recent change in your financial condition or results of operations, such as your earnings, revenues or other measure of company value that is consistent with the recent change in your stock price. If no such change to your financial condition or results of operations exists, disclose that fact.

Response: The recent stock price volatility was primarily unrelated to the Company’s financial results. Please see the revised disclosure per your comment on page 4 of the Amendment.

1185 Avenue of the Americas | 31st Floor | New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

Risk Factors

We expect to experience volatility in the price of our Common Stock, which could negatively affect stockholders’ investments. , page 12

3.Revise the risk factor to address the recent extreme volatility in your stock price. Your disclosure should include intra-day stock price range information and should cover a period of time sufficient to demonstrate the recent price volatility and should address the impact on investors. Your disclosure should also address the potential for rapid and substantial decreases in your stock price, including decreases unrelated to your operating performance or prospects. To the extent recent increases in your stock price are significantly inconsistent with improvements in actual or expected operating performance, financial condition or other indicators of value, discuss the inconsistencies and where relevant quantify them. If you lack information to do so, explain why.

Response: Please see revised risk factor on page 12 of the Amendment.

We may issue additional shares of Common Stock or preferred stock in the future, which could cause significant dilution to all stockholders., page 14

4.We note the significant number of shares you may be offering relative to the number currently outstanding. Revise this risk factor to also address the impact that this offering could have on your stock price and on investors.

Response: Please see revised risk factor on page 14 of the Amendment.

Kindly address any comments or questions that you may have concerning this letter or the enclosed materials to me (tel.: (212) 930-9700).

Very truly yours,

/s/ Darrin M. Ocasio

Darrin M. Ocasio

1185 Avenue of the Americas | 31st Floor | New York, NY | 10036

T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW

United States securities and exchange commission logo
February 22, 2021
Douglas Cole
Chief Executive Officer
AMERICAN BATTERY METALS CORP
930 Tahoe Blvd., Suite 802-16
Incline Village, NV 89451
Re:AMERICAN BATTERY METALS CORP
Registration Statement on Form S-3
Filed January 28, 2021
File No. 333-252492
Dear Mr. Cole:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.  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 your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed January 28, 2021
Cover page
1.Please describe the recent price volatility in your stock and briefly disclose any known
risks of investing in your stock under these circumstances. Add, for comparison purposes,
disclosure of the market price of your common stock prior to the recent price volatility in
your stock.  For example, disclose the price at which your stock was trading before
December 16, 2020.
2.Describe any recent change in your financial condition or results of operations, such as
your earnings, revenues or other measure of company value that is consistent with the
recent change in your stock price.  If no such change to your financial condition or results
of operations exists, disclose that fact.

 FirstName LastNameDouglas  Cole
 Comapany NameAMERICAN BATTERY METALS CORP
 February 22, 2021 Page 2
 FirstName LastName
Douglas  Cole
AMERICAN BATTERY METALS CORP
February 22, 2021
Page 2
Risk Factors
We expect to experience volatility in the price of our Common Stock, which could negatively
affect stockholders’ investments. , page 12
3.Revise the risk factor to address the recent extreme volatility in your stock price.  Your
disclosure should include intra-day stock price range information and should cover a
period of time sufficient to demonstrate the recent price volatility and should address the
impact on investors.  Your disclosure should also address the potential for rapid and
substantial decreases in your stock price, including decreases unrelated to your operating
performance or prospects.  To the extent recent increases in your stock price are
significantly inconsistent with improvements in actual or expected operating performance,
financial condition or other indicators of value, discuss the inconsistencies and where
relevant quantify them.  If you lack information to do so, explain why.

We may issue additional shares of Common Stock or preferred stock in the future, which could
cause significant dilution to all stockholders., page 14
4.We note the significant number of shares you may be offering relative to the number
currently outstanding.  Revise this risk factor to also address the impact that this offering
could have on your stock price and on investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren
Nguyen, Legal Branch Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey Maller

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SEC Correspondence

American Battery Metals Corp.

930 Tahoe Blvd., Suite 802-16

Incline Village, NV 89451

January 4, 2021

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re: American Battery Metals Corp.

Registration Statement on Form S-1

Filed December 22, 2020

File No. 333-251573

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen,

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, American Battery Metals Corp. (the “Registrant”), respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 5:00 P.M. Eastern Standard Time on Wednesday, January 6, 2021, or as soon thereafter as is practicable.

The Registrant acknowledges in connection with the above request for acceleration of the effective date of the Registration Statement that:

(i)should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority (the “Staff”), declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(ii)the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)the Registrant 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.

Please direct your questions or comments regarding the above to the undersigned at (775) 473-4744.

Best regards,

/s/ Douglas Cole

Douglas Cole

Chief Executive Officer

United States securities and exchange commission logo
December 31, 2020
Douglas Cole
Chief Executive Officer
AMERICAN BATTERY METALS CORP
930 Tahoe Blvd., Suite 802-16
Incline Village, NV 89451
Re:AMERICAN BATTERY METALS CORP
Registration Statement on Form S-1
Filed December 22, 2020
File No. 333-251573
Dear Mr. Cole:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeffrey Maller

May 20, 2019
Douglas Cole
Chief Executive Officer
American Battery Metals Corp
90 Tahoe Blvd. Suite 802-16
Incline Village, NV 89451
Re:American Battery Metals Corp
Form 10-K for the Fiscal Year Ended September 30, 2018
Filed December 31, 2018
File No. 000-55088
Dear Mr. Cole:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Mr. Jeffrey Maller

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SEC Correspondence

May 17, 2019

VIA Edgar

John Coleman

Division of Corporation Finance

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re: Oroplata Resources, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2018

Filed December 31, 2018

File No. 000-55088

Dear Mr. Coleman,

This letter sets forth the responses of American Battery Metals Corporation (formerly Oroplata Resources, Inc.) (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter dated May 6, 2019 which pertain to the Form 10-K for the Fiscal Year Ended September 30, 2018 (the “Annual Report”), submitted to the Commission on December 31, 2018.

In this letter, we have recited the Staff’s comments in italicized, bold type and have followed each comment with the Company’s response.

Item 2. Properties, page 7

1. We note your response to comments 1 and 3. Please tell us if this information will be included in subsequent filings.

The Company intends to include this information in future annual reports on Form 10-K.

2. We note your response to comment 2. Please be advised and acknowledge that the disclosure of estimates of quantities of mineralization and production rates should be supported by a detailed feasibility study taking into account all modifying factors including but not limited mining, processing, infrastructure, economics, marketing, and environmental compliance.

The Company acknowledges that the disclosure of estimates of quantities of mineralization and production rates should be supported by a detailed feasibility study taking into account all modifying factors including but not limited mining, processing, infrastructure, economics, marketing, and environmental compliance.

We appreciate the Staff’s assistance in this process and would be pleased to discuss with you at your earliest convenience any additional comments the Staff may have.

Please direct your questions or comments regarding the Company’s responses to the undersigned at 775-473-4744

Best regards,

/s/ Douglas Cole

Douglas Cole

Chief Executive Officer

Chief Financial Officer

930 Tahoe Blvd., Suite 802-16, Incline Village, NV 89451

May 6, 2019
Douglas Cole
Chief Executive Officer
Oroplata Resources, Inc.
90 Tahoe Blvd. Suite 802-16
Incline Village, NV 89451
Re:Oroplata Resources, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2018
Filed December 31, 2018
File No. 000-55088
Dear Mr. Cole:
            We have reviewed your April 18, 2019 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 28, 2019 letter.
Form 10-K for the Fiscal Year Ended September 30, 2018 filed December 31, 2018
Item 2. Properties, page 7
1.We note your response to comments 1 and 3.  Please tell us if this information will be
included in subsequent filings.
2.We note your response to comment 2.  Please be advised and acknowledge that the
disclosure of estimates of quantities of mineralization and production rates should be
supported by a detailed feasibility study taking into account all modifying factors
including but not limited mining, processing, infrastructure, economics, marketing, and
environmental compliance.

 FirstName LastNameDouglas Cole
 Comapany NameOroplata Resources, Inc.
 May 6, 2019 Page 2
 FirstName LastName
Douglas Cole
Oroplata Resources, Inc.
May 6, 2019
Page 2
            You may contact John Coleman at 202-551-3610 or Pam Howell at 202-551-3357 if you
have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Mr. Jeffrey Maller

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SEC Response Letter

Oroplata Resources, Inc.

April 18, 2019

VIA Edgar

John Coleman

Division of Corporation Finance

Office of Beverages, Apparel and Mining

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re: Oroplata Resources, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2018

Filed December 31, 2018

File No. 000-55088

Dear Mr. Coleman,

This letter sets forth the responses of Oroplata Resources, Inc. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter dated March 28, 2019, which pertain to the Form 10-K for the Fiscal Year Ended September 30, 2018  (the “Annual Report”), submitted to the Commission on December 31, 2018.

In this letter, we have recited the Staff’s comments in italicized, bold type and have followed each comment with the Company’s response.

Item 2. Properties, page 7

1. Please discuss any royalties, partnership agreements, or other conditions related to your mineral claims pursuant to paragraph (b)(2) of Industry Guide 7.

LithiumOre, the Company’s wholly owned subsidiary, currently has 1,040 placer mining claims on over 20,000 acres in the area known as the Western Nevada Basin, situated in Railroad Valley in Nye County, Nevada. We do not currently have any partnership agreements or royalty agreements in connection with such claims.

2. We note your disclosure on page 11 that you have no lithium brine mineral resources or reserves for your property.  Additionally we note your 8-K filed on January 17, 2019 that includes exhibits containing estimates of 1 million tons of lithium brine, 10 billion barrels of sodium carbonate, and a production estimate of 10,000 tons.  In this regard we also note disclosure on your company website with respect to the estimate of 1 million tons of lithium.  Please explain the basis for these estimates.

The Company intends to respond to the Staff’s comments by separate correspondence.

3. Please expand your disclosure concerning the exploration plans for your property as required by paragraph (b)(4)(i) of Industry Guide 7.  The exploration plan should address the following points:

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.

We intend to begin the drilling of the initial test and production hole in April 2019, with completion estimated to occur in May 2019.  The breakdown of the exploration timetable and budget is as follows:

Exploration Activity

 Estimated Timetable

 Budget

Oil and Water Well Testing

 2016-2018

 $300,000 (approximately)

Surface Sampling

 2016-2018

 $100,000 (approximately)

Geophysics

 Ongoing, estimated 2 months

 $47,160

Drilling

 Ongoing, April – May

 $705,280

Geochemistry

 Ongoing for 2 years

 $300,000 yearly

Production

 In development, 6-12 months

 TBD

•If there is a phased program planned, briefly outline all phases.

Phase 1 Exploration of Potential Development Areas (2016 - 2018)

a.Oil and water well testing in partnership with 3PL Operating Inc.

b.Surface sampling conducted by our chief geologist Greg Kuzma  June 2016 to present day

c.Geophysical survey conducted by Zonge International Inc. (3/6/19 – present)

Phase 2 Beginning Exploration and Production Drilling (Estimated April – May 2019)

a.Initial test and production drilling hole conducted by Welsco Inc. under the supervision of chief drilling engineer George Scheid.

Phase 3 Studying Geochemistry of Initial Drilling Results (Estimated to begin May/June 2019)

a.Chemistry, led by chief chemist Krishnamohan Sharma

The Company intends to provide additional information about future phases by separate correspondence.

•If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

As stated above we intend to begin the drilling of the initial test and production hole in April 2019.

•Disclose how the exploration program will be funded.

The Company intends to fund the exploration program through a series of equity or debt private placements to accredited investors or through the seeking of joint venture partners.

•Identify who will be conducting any proposed exploration work and disclose their qualifications.

Welsco Drilling Corp - Drilling Contractor:

Welsco Drilling Corporation brings 50 years of experience conducting geothermal, water well, and mineral exploration to our project.  Welsco began operation with an old cable tool back in 1973. The Corporation continued to drill water wells and provide pump services until the early 80s where work began with its first geothermal steam project.  Since that time Welsco has honed its skills in the Geothermal Steam arena, has completed a multitude of water well projects and has added a 24-hour pump service.

John Young and Matt Dusenberry – Permitting

John Young has been the Principal Environmental Services Specialist at Great Basin Environmental Services, LLC for over 5 years, providing environmental permitting and consulting services to the exploration and mining industry.  Before that, he was vice president of Mining and Minerals at Tetra Tech, a leading provider of consulting and engineering services. He is a successful mining professional with a diverse background in planning and managing mineral exploration, mine development, remediation, reclamation, and mine closure operations. He has experience in construction, drilling, remediation, mine closure, reclamation, environmental permitting, environmental compliance, NEPA, and regulatory oversight.  He has experience with precious metals, base metals, and industrial mineral and is a National Instrument 43-101 Compliant Qualified Party.

Matt Dusenberry obtained an M.S. in land Rehabilitation from Montana State University and has more than 7 years experience including mine permitting and environmental design, laboratory and field instrumentation, and soil and groundwater data collection, analysis and research. Matt has assisted with development of approximately 10 integrated permit application documents. He has prepared AutoCAD drawings, narrative plans, and detailed databases in Excel to support permitting of mining operations on Bureau of land Management and private lands in Nevada. He has assisted principals in preparing a plan of operations, environmental assessment, water pollution control permits, reclamation plans and cost estimates to support financial assurance and bonding, an environmental assessment, air emissions inventories and permit applications, Spill Prevention Control and Countermeasures Plans (SPCC), and Stormwater Pollution Prevention Plans (SWPPP) for both copper and gold mining operations in Nevada. Matt assisted with a comprehensive review of international reclamation and closure practices and standards for a major international gold mining company, performed a geotechnical investigation of faults in California and conducted vegetation surveys in Nevada.

Chris Facque – Water Rights Manager

Chris Facque is the lead Water Right Specialist with Farr West Engineering. Chris manages the water rights for a variety of clients throughout Nevada. He is experienced in all aspects of water rights, including research, permit filings, title assignment, survey monitoring and mapping, forfeiture prevention, proofs, and permit compliance. Chris graduated with a degree in Political Science at the University of Nevada, Reno (UNR) in 2005. In 2005 Chris began working for Tri State Surveying, Ltd., increasing the depth of his knowledge while working on several Northern Nevada water rights projects. Chris is proficient in drafting water rights maps, and is a Certified Survey Technician through the National Society of Professional Surveyors. Chris has worked with several Nevada County Recorders and other agencies, including the Truckee Carson Irrigation District, the Southern Nevada Water Authority and California Water Resources Control Board. Over the course of his 10 year involvement with water rights he has acquired extensive experience in managing water rights projects from agricultural to mining to wildlife.

Zonge International – Geophysical Survey Operator

The company was formed in 1972 by Kenneth L. Zonge who developed the complex resistivity (CR) investigation method, demonstrated its uses for natural-resource exploration, and became the first to build a microprocessor-based electromagnetic (EM) receiver in the early 1970s. Today, Zonge serves as a resource to exploration managers, engineers and independent consultants in three application areas— exploration, environmental and geotechnical. The company performs hundreds of projects each year involving seismic, magnetics, gravity and other geophysical methods, in addition to the EM methods it helped establish.  Formerly Zonge Engineering and Research Organization, the company changed its name to Zonge International in 2011.

George Scheid- Chief Drilling Engineer:

Mr. Scheid currently serves as Senior Driller Project Manager at Teton Energy Services and brings more than 30 years of experience managing onsite drilling operations in the exploration and mining industry.  For the last 14 years he has worked as drilling project manager, first with Omat Nevada, then with Thermasource, Inc, where he managed onsite drilling and work-over projects.  He reviewed and evaluated mud reports, bit records, and drilling operations to prepare daily status reports for distribution and made real-time adjustments to equipment and strategies relevant to drilling conditions.

Greg Kuzma- Chief Geologist:

Mr. Kuzma is the Director of Exploration for the Company.  Mr. Kuzma is a graduate of the University of Southern California and is a well-respected and highly skilled exploration geologist with over 30 years’ experience. Mr. Kuzma has consulted with numerous mining groups and spent 12 years as Senior Project Geologist in Nevada for Teck Resources. Mr. Kuzma has extensive experience in the Southwest United States, Mexico, El Salvador and Argentina. He has evaluated, designed, managed and implemented over 40 drill programs within Nevada’s Great Basin.

Ross Leisinger - Geologist:

Mr. Leisinger has more than 30 years of experience in the exploration and mining industry and has participated in numerous projects from initial project conception through production. He also has decades of experience liaising with local and federal authorities as well as establishing and operating mining businesses in Nevada and abroad.

Vincent Ramirez – Engineer and Advisor:

Mr. Ramirez is the CEO of 3PLOperating Co., Inc. a private mining group company, and was the former Chairman of Vostochnaya Transnational, Lead Exploration and Operations Geologist for Shell Oil and Exploration Geologist for Shell Western E&P Inc. Vincent Ramirez has a M.A. degree in Geology from UC Santa Barbara. He has drilled 61 oil and gas wildcats worldwide, including 44 discoveries. While at Shell Oil, Vincent also was the Operations Manager for the San Joaquin Basin, and he was the appointed Structural Geology instructor at the Shell Research Lab. Vincent discovered and developed several oil fields in central Siberia during 10 years with the Lundin Group. During this time, he transformed an oil company from bankruptcy to $850 Million in value, drilled the highest-producing well in Russia (11,500 BOPD), and drilled the first multi-lateral wells in Russia, while overseeing 350 employees as CEO. He has published extensively on structural geology subjects, including the San Andreas Fault, Ridge Basin, the California Coast Ranges, and Obduction Tectonics.

Krishnamohan Sharma – Chief Chemist:

Mr. Sharma has a PhD in Chemistry from the University of Hyderabad, with post doctorate work at Texas A&M University. Mr. Sharma is a seasoned R&D professional with over 18 years of experience in Lithium/Potassium Extraction and Advanced Materials Development related industries.  He spent 4 years with Simbol Material as lead R&D scientist, where he transferred technology from R&D/pilot scale to commercial manufacturing.  Subsequently, he worked for four years at Stealth Mode Startups, a clean-tech company that is developing advanced materials and processes to selectively recover and purify minerals (potassium, lithium, and others in various salt forms) from natural resources, effluents/waste streams of seawater desalination and distillery plants.

William Hunter – Director, and CFO of AMCI, previous head of mining for Jefferies:

Mr. Hunter received his B.S. from DePaul University in Chicago and an MBA with distinction from the Kellstadt School of Business at DePaul University. Mr. Hunter is an experienced financial executive with over 20 years of advisory and capital markets experience. Bill led the Americas Banking team at Nomura where he advised Mitsui in their acquisition of a minority interest in the Moatize Coal Mining complex from Vale and Globe Specialty Metals in their $3.1 billion ‘merger of equals’ transaction with FerroAtlantica. Before Nomura he led the team at Jefferies and did numerous transactions for companies like Alpha Natural Resources, Fortescue Metals Group and Murray Energy.

The Company acknowledges that the adequacy and accuracy of the disclosures in its filing with the Commission are the responsibility of the Company. The Company acknowledges that Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing. The Company also acknowledges that Staff comments may not be asserted as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We appreciate the Staff’s assistance in this process and would be pleased to discuss with you at your earliest convenience any additional comments the Staff may have.

Please direct your questions or comments regarding the Company’s responses to the undersigned at 775-473-4744

Best regards,

/s/ Douglas Cole

Douglas Cole

Chief Executive Officer

Chief Financial Officer

March 28, 2019
Douglas Cole
Chief Executive Officer
Oroplata Resources, Inc.
90 Tahoe Blvd. Suite 802-16
Incline Village, NV 89451
Re:Oroplata Resources, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2018
Filed December 31, 2018
File No. 000-55088
Dear Mr. Cole:
            We have reviewed your 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2018 filed December 31, 2018
Item 2. Properties, page 7
1.Please discuss any royalties, partnership agreements, or other conditions related to your
mineral claims pursuant to paragraph (b)(2) of Industry Guide 7.
2.We note your disclosure on page 11 that you have no lithium brine mineral resources or
reserves for your property.  Additionally we note your 8-K filed on January 17, 2019 that
includes exhibits containing estimates of 1 million tons of lithium brine, 10 billion barrels
of sodium carbonate, and a production estimate of 10,000 tons.  In this regard we also note
disclosure on your company website with respect to the estimate of 1 million tons of
lithium.  Please explain the basis for these estimates.
3.Please expand your disclosure concerning the exploration plans for your property as
required by paragraph (b)(4)(i) of Industry Guide 7.  The exploration plan should address
the following points:

 FirstName LastNameDouglas Cole
 Comapany NameOroplata Resources, Inc.
 March 28, 2019 Page 2
 FirstName LastName
Douglas Cole
Oroplata Resources, Inc.
March 28, 2019
Page 2

•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 disclose their
qualifications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact John Coleman at 202-551-3610 or Pam Howell at 202-551-3357 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Mr. Jeffrey Maller

CORRESP
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Acceleration Request

Law Office of Jeffrey Maller, PC

4221 Wilshire Blvd., Suite 355

Los Angeles, California 90010

T. (310) 693-6700

F. (323) 315-2273

July 17, 2018

VIA EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: Oroplata Resources, Inc.
Registration Statement on Form S-1, Filed April 18, 2018
Amendment No. 1 to Registration Statement on Form S-1, Filed July 6, 2018
File No. 333-224318

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Reynolds,

Further to my telephone discussion with Ronald Alper on July 16, 2018, Oroplata Resources, Inc. (the “Registrant”), hereby requests acceleration of its Form S-1, as amended (the “Registration Statement”), as of 3:00 PM Eastern Daylight Time on Friday, July 20, 2018, or as soon thereafter as possible, in accordance with Rule 461 promulgated under the Securities Act of 1933.

The Registrant acknowledges in connection with the above request for acceleration of the effective date of the Registration Statement that:

(i) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority (the “Staff”), declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) the Registrant 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.

Please direct your questions or comments regarding the above to the undersigned at (310) 693-6700.

Best regards,

/s/ Jeffrey Maller

Jeffrey Maller

cc: Douglas Cole

CORRESP
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SEC Response Letter

Law Office of Jeffrey Maller, PC

4221 Wilshire Blvd., Suite 355

Los Angeles, California 90010

T. (310) 693-6700

F. (323) 315-2273

July 6, 2018

VIA Edgar

John Reynolds

Assistant Director

Office of Beverages, Apparel and Mining

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: Oroplata Resources, Inc.
Registration Statement on Form S-1
Filed April 18, 2018
Amendment No. 1 to Registration Statement on Form S-1
Filed July 6, 2018File No. 333-224318

Dear Mr. Reynolds,

This letter sets forth the responses of Oroplata Resources, Inc. (the “Registrant”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter dated April 27, 2018, which pertain to the Registration Statement on Form S-1 (the “Registration Statement), submitted to the Commission on April 18, 2018.  Through EDGAR, the Registrant is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

In this letter, we have recited the Staff’s comments in italicized, bold type and have followed each comment with the Registrant’s response.

General

1.Because you have issued several notes to Tangiers, please provide a representation, if true, that you have the ability to repay the indebtedness to Tangiers without recourse to the monies received or to be received under the equity line agreement and that the amount of indebtedness may not be reduced or relieved by the issuance of shares under the equity line.

The Registrant believes that it has the ability to repay the indebtedness owed to Tangiers or, in the alternative, Tangiers will likely convert that indebtedness into common stock per its terms, without the use of any monies received under the equity line agreement. In any case, the Registrant covenants that no monies received under the equity line agreement will be used to pay any of the Tangiers’ indebtedness and such amount of indebtedness will not be reduced or relieved by the issuance of shares under the equity line.

2.We note the statement in the prospectus that “[a]s used in this prospectus, the term ‘Selling Stockholder’ includes Tangiers Investment Group, LLC, its affiliates and any donees, pledgees, transferees or other successors in interest….” Section 10.8 of the Investment Agreement states that it may not be assigned. Our equity line accommodation is unavailable if the investor may transfer its obligations. Accordingly, please revise your disclosure to clarify that your registration statement only covers sales by the selling stockholder and not by any transferees or assignees.

The registration statement has been revised to read “As used in this prospectus, the term “Selling Stockholder” means Tangiers Investment Group, LLC only, and not its affiliates or any donees, pledgees, transferees or other successors in interest selling shares received after the date of this prospectus from the Selling Stockholder as a gift, pledge, or other non-sale related transfer.”

John Reynolds

July 6, 2018

Page 2

The Registrant acknowledges that the Registrant, its management, and all other persons who are responsible for the filing recognize that they are responsible for the accuracy and adequacy of the disclosures in the filing and for ensuring that the filing contains all information that the Securities Act of 1933, as amended (the “Securities Act”), and all applicable Securities Act rules require.

In addition, the Registrant acknowledges in connection with any request for the acceleration of the effective date of the Registration Statement 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Registrant 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.

Please direct your questions or comments regarding the Registrant’s responses or Amendment No. 1 to the undersigned at (310) 693-6700.

Best regards,

/s/ Jeffrey Maller

Jeffrey Maller

cc: Douglas Cole

Mail Stop 3561

April 27, 2018

Via E -mail
Douglas Cole
Chief Executive Officer
Oroplata Resources, Inc.
930 Tahoe Blvd., Suite 802 -16
Incline Village, NV 89451

Re: Oroplata Resources,  Inc.
  Registration Statement on Form S-1
Filed April 18, 2018
  File No. 333 -224318

Dear Mr. Cole:

We have limited our review of your registration statement to those issues we have
addressed in our 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.   If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Genera l

1. Because you have issued several notes to Tangiers, please provide a  representation, if
true, that you have the ability to repay the indebtedness to Tangiers without recourse to
the monies received or to be received under the equity line agreement and th at the
amount of indebtedness may not be reduced or relieved by the issuance of shares under
the equity line.

Selling Stockholder, page 12

2. We note the statement in the prospectus that “[a]s used in this prospectus, the term
‘Selling Stockholder’ includes Tangiers Investment Group, LLC, its affiliates and any
donees, pledgees, transferees or other successors in interest….”  Section 10.8 of the

Douglas Cole
Oroplata Resources, Inc.
April 27, 2018
Page 2

 Investment Agreement states that it may not be assigned.  Our equity line accommodation
is unavailable if the investor may transfer its obligations. Accordingly, please revise your
disclosure to clarify that your registration statement only covers sales b y the selling
stockholder and not by any transferees or assignees.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by t he staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Ronald E. Alper at (202) 551 -3329 or Pam Howell  at (202) 551 -3357  with
any other questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages. Apparel and
Mining

cc: Jeffrey Maller, Esq.
      Law Office of Jeffrey Maller, PC

CORRESP
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filename1.htm

Acceleration Request

Law Office of Jeffrey Maller, PC

4221 Wilshire Blvd., Suite 355

Los Angeles, California 90010

T. (310) 693-6700

F. (323) 315-2273

November 28, 2017

VIA EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: Oroplata Resources, Inc.
Registration Statement on Form S-1, Filed October 10, 2017
Amendment No. 1 to Registration Statement on Form S-1, Filed November 16, 2017
File No. 333-220876

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Reynolds,

Further to my telephone discussion with Michael Killoy on November 28, 2017, Oroplata Resources, Inc. (the “Registrant”), hereby requests acceleration of its Form S-1, as amended (the “Registration Statement”), as of 3:00 PM Eastern Standard Time on Thursday, November 30, 2017, or as soon thereafter as possible, in accordance with Rule 461 promulgated under the Securities Act of 1933.

The Registrant acknowledges in connection with the above request for acceleration of the effective date of the Registration Statement that:

(i)should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority (the “Staff”), declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(ii)the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)the Registrant 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.

Please direct your questions or comments regarding the above to the undersigned at (310) 693-6700.

Best regards,

/s/ Jeffrey Maller

Jeffrey Maller

cc: Douglas Cole

CORRESP
1
filename1.htm

SEC Response Letter

Law Office of Jeffrey Maller, PC

4221 Wilshire Blvd., Suite 355

Los Angeles, California 90010

T. (310) 693-6700

F. (323) 315-2273

November 15, 2017

VIA EDGAR

John Reynolds

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

 Re: Oroplata Resources, Inc.
Registration Statement on Form S-1
Filed October 10, 2017
Amendment No. 1 to Registration Statement on Form S-1
Filed November 15, 2017
File No. 333-220876

Dear Mr. Reynolds,

This letter sets forth the responses of Oroplata Resources, Inc. (the “Registrant”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter dated October 23, 2017, which pertain to the Registration Statement on Form S-1 (the “Registration Statement), submitted to the Commission on October 10, 2017.  Through EDGAR, the Registrant is concurrently filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”).

In this letter, we have recited the Staff’s comments in italicized, bold type and have followed each comment with the Registrant’s response.

General

1.We note your common stock is quoted on the OTC Pink. Please note that we do not view the OTC Pink as an established public trading market with respect to secondary at-the-market offerings for purposes of identifying the offering price on the prospectus cover page. See in this regard Compliance and Disclosure Interpretations, Securities Act Sections, 139.13. Please withdraw the registration statement or advise us why you believe it is appropriate as an indirect primary offering.

The Registration Statement has been revised to limit the offering price to a fixed range between $.15 - $.30 until such time as the Registrant’s common stock is trading on an established trading market.

Plan of Distribution, page 10

2.We note your disclosure that you are registering common stock under the “Investment Agreement.” We also note your disclosure that you are registering common stock underlying five convertible notes. Please revise your plan of distribution, and statements.

The Registrant is not registering common stock under the “Investment Agreement” and such reference is removed on the Amendment No. 1.

The Registrant acknowledges that the Registrant, its management, and all other persons who are responsible for the filing recognize that they are responsible for the accuracy and adequacy of the disclosures in the filing and for ensuring that the filing contains all information that the Securities Act of 1933, as amended (the “Securities Act”), and all applicable Securities Act rules require.

John Reynolds

November 15, 2017

Page 2

In addition, the Registrant acknowledges in connection with any request for the acceleration of the effective date of the Registration Statement 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

the Registrant 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.

Please direct your questions or comments regarding the Registrant’s responses or Amendment No. 1 to the undersigned at (310) 693-6700.

Best regards,

/s/ Jeffrey Maller

Jeffrey Maller

cc: Douglas Cole

Mail Stop 3561
October 23, 2017

Via E -mail
Douglas Cole
Chief Executive Officer
Oroplata Resources, Inc.
930 Tahoe Blvd., Suite 802 -16
Incline Village, NV 89451

Re: Oroplata Resources, Inc.
  Registration Statement on Form S-1
Filed  October 10, 2017
  File No.  333-220876

Dear Mr. Cole :

We have limited our review of your registration statement to those issues we have
addressed in our 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 .  If you do not believe our com ments 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 your registration statement and the information you
provide in response to these  comments, w e may have additional comments.

General

1. We note your common stock is quoted on the OTC  Pink.  Please note that we do not view
the OTC Pink as an established public trading market with res pect to secondary at -the-
market offerings for purposes of identif ying the offering price on the prospectus cover
page.  See in this regard Compliance and Disclosure Interpretations, Securities Act
Sections, 139.13.  Please withdraw the registration statement or advise us why you
believe i t is appropriate as an indirect primary offering.

Plan of Distribution, page 10

2. We note your disclosure that you are registering common stock under the “Investment
Agreement.”  We also note your disclosure that you are registering common stock
underlying five convertible notes.  Please  revise your plan of distribution, and statements

Douglas Cole
Oroplata Resources, Inc.
October 23, 2017
Page 2

 elsewhere, to reflect the plan of distribution for the common stock underlying the
convertible notes.

We remind you that the company and its management are responsible for the accuracy
and adequacy of the ir disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Michael Killoy at (202) 551 -7576 or James Lopez at (202) 551 -3536 with
any questions.

Sincerely,

/s/ James Lopez  (for)

 John Reynolds
Assistant Direc tor
Office of Beverages, Apparel,
and Mining
cc: Jeffrey Maller, Esq.
 Law Office of Jeffrey Maller, PC

MAIL STOP:  3561

         April 19, 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
File No. 000-55088

Dear Mr. Vasquez :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pe rsons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Di rector
Office of Beverages, Apparel and Mining

CORRESP
1
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orplt_corresp.htm

OROPLATA RESOURCES, INC.

#5 Calle Gregorio de Lora

Puerto Plata, Dominican Republic

April 12, 2016

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

     Re:  Form 10-K for the Fiscal Year Ended September 30, 2015

  Response Dated March 30, 2016

File No. 000-55088

         Attention: Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel and Mining

    Dear Mr. Reynolds:

In response to your letter dated April 5, 2016, I wish to confirm the following:

·         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 filling 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 federal securities laws of the United States.

Yours very truly;

"Ruben Ricardo Vasquez"

Ruben Ricardo Vasquez

Chief Executive Officer, President and Director

CORRESP
1
filename1.htm

orplt_corresp.htmOROPLATA RESOURCES, INC.

#5 Calle Gregorio de Lora

Puerto Plata, Dominican Republic

BY FEDERAL EXPRESS

March 1, 2016

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

     Re:  Form 10-K for the Fiscal Year Ended September 30, 2015

  Filed December 15, 2015

File No. 000-55088

     Attention:  Mr. John Reynolds

Assistant Director

Office of Beverages, Apparel and Mining

Dear Mr. Reynolds:

I am in receipt of your letter dated February 23, 2016 wherein you recommended we revise our Form 10-K filing for the year ended September 30, 2015 to include certain geological information missing from our original filing.

In connection therewith, I am requesting an extension of time, from the 10 days set forth in your letter, in order for our geologist to respond to the comments included therein. I am asking that the Company responds to your comments no later than March 31, 2016.

The Form 10-K will be revised and refilled using Edgar as will the response letter.

I appreciate the extension.

Yours very truly;

"Ruben Ricardo Vasquez"

Ruben Ricardo Vasquez

Chief Executive Officer, President and Director

MAIL STOP:  3561

         April 5, 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
Response Dated March 30 , 201 6
File No. 000-55088

Dear Mr. Vasquez :

We have reviewed  your March 30, 2016  response to our comment  letter  and have the
following comment s.  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, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our February 23,
2016  letter.

1. We note you did not respond to our request to provide a written statement from your
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 adequa cy and accuracy of the disclosure in the filing; and

Ruben Ricardo Vasquez
April 5, 2016
Page 2

 • 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.

Please provide a written statement acknowledging the above bullet points in your
response to this letter.

2. Please submit as correspondence on EDGAR your response letter dated March 1, 2016
requesting additional time to respond to our comments.

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

CORRESP
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filename1.htm

orplt_corresp.htmOROPLATA RESOURCES, INC.

#5 Calle Gregorio de Lora

Puerto Plata, Dominican Republic

March 30, 2016

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

    Re:  Form 10-K for the Fiscal Year Ended September 30, 2015

 Filed December 15, 2015    File No. 000-55088

    Attention:  Mr. John Reynolds

 Assistant Director   Office of Beverages, Apparel and Mining

Dear Mr. Reynolds:

I am in receipt of your letter dated February 23, 2016 wherein you gave us with certain comments to provide you with information so that you may better understand our disclosure.

The responses are listed in the order as they appear in the above noted letter and have been, where applicable, included in the amended Form 10-KA for the fiscal year ended September 30, 2015.

Mogollon Mining Property, page 5

    1.  "Please disclose whether your property has been physically examined in the field by a professional geologist or mining engineer."

 Inserted on page 6 is the following sentence:

 "Our professional geologist, Mr. Francisco Antonio Jerez Garcia, has visited the Mogollon mineral claim on several occasions."

    2.  "Please disclose whether your sole officer and director has visited your claims, and if so, when and for how long."

 Inserted on page 7 is the following sentence in response to the above comment.

 "Our sole officer and director, Mr. Ruben Ricardo Vasquez, has not yet visited the Mogollon claim but once exploration takes place he will visit the claim but as to his timing at this time is unknown."

1

    3.  "Please disclose the following information for each of your properties:

 ·

 The nature of your ownership or interest in the property.

Refer to page 7 for the following:

"Oroplata has only the rights to the minerals on the Mogollon."

 ·

 A description of all interests in your properties, including the terms of all underlying agreements and royalties.

    Also on page 7, the following sentence has been included in response to this comment:

"There are no agreements with the land owners regarding the Mogollon claim and there are no royalties attached to the ownership of the mineral claims on the Mogollon.  A list of land owners is shown of page 8."

 ·

 Describe the process by which mineral rights are acquired at this location and the basis and duration of your mineral rights, surface rights, mining claims or concessions.

The following paragraphs have been inserted on page 7 under the heading "Process of Acquiring the Mineral Rights to the Mogollon Claim" in response to this comment.

"In the Dominican Republic, the following process is required in obtaining the mineral rights to the Mogollon claim.

     -  Filing of an application involves two publications in a Dominican newspaper and the annual payment of fees of $100 – already paid.

 -  All mining titles are to be delivered to a Dominican Republic company. Exploration titles may also be delivered to individuals or a foreign company, with certain exceptions (e.g. government employees or their immediate relatives and foreign governments).

 -  Resolutions granting mineral title are issued by the Secretaría de Estado de Industria y Comercio (currently Ministry of Industry and Commerce) following a favorable recommendation by the Dirección General de Minería.

 -  A company may have exploration and mining titles over a maximum of 30,000 hectares. An exploration title is valid for 3 years and may be followed by two one year extensions. At the end of the 5 year period, the owner of the title applies for an exploitation permit, or a new round of exploration permitting may be started at the discretion of the mining department.

 -  An agreement must be reached with surface rights owners (formal or informal) for each phase of exploration work. If mining is envisioned, land must be bought. A procedure exists in which government mediation is used to resolve disagreements, and this process may ultimately end in expropriation at a fair price.

 -  Legal descriptions of exploration and mining concessions are based on polar co ordinates relative to a surveyed monument. The monument location is defined in UTM co ordinates, NAD27 datum. The concession boundaries are not marked or surveyed.

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.

Refer to page 7 for the following response.

"The Mogollon claim is a mining concession which is lode but at the present time is exploration but will apply within the next few years for an exploitation concession. The claim is a state mining claim where only government permits are required."

 ·

 Please include certain identifying information, such as property names, claim numbers, grant numbers, mining concession name and number, and dates of recording and expiration that is sufficient to enable the claim to be distinguished from other claims that may exist in the area of your properties.

    The following has been inserted on page 8 to indicate identification information regarding the Mogollon claim.

    Name of Claim:

 MOGOLLON Gold Claim

File Number:

 S9-187

Date of acquiring Leomary

 July 2014

Topographic Sheet No.

 6175 – IV

Scale:

 1:50,000

Boundaries per UTM cooridnates:

 2081000M. North and2084000M. North and between coordinates 269000M. East and 284000M. East.

Concession Unit:

 4,200 Hectares

Registered Owner:

 Oroplata Exploraciones E Ingenieria, Orexi S.R.L.

 ·

 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.

3

The following information has been inserted on page 10.

"The conditions that must be met to retain the Mogollon claim are that Oroplata must pay approximately $12,000 in exploration work on or before April 30th of this year and an additional $100 to obtain a Certificate from the Ministry of Mines. The latter amount has been paid but Oroplata has not yet received the Certificate. The Company has requested an extension of 45 days prior to having to complete the exporation program and should receive a response from the Ministry of Mines prior to the end of April.Normally the extension is granted. It has not undertaken yet the exploration work on the Mogollon. Oroplata is responsible for paying all the above noted fees."

 ·

 The area of your claim, either in hectares or in acres."

This has been included in the above schedule shown on page 8. It shows the claim covers 4,200 hectares.

    4.  "Please disclose 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 intentions. For each material property, include the following information.

 ·

 The location and means of access to your property, including the modes of transporation utilized to and from the property.

    Initially under the heading "Mongollon Mineral Claim" certain information was inserted on page 6 but has now been expanded to include the following sentence.

"The coordinates to the Mogollon are shown in the schedule of relevant information below on page 8. The claim has easy access due to having paved roads and paths crossing the Mogollon."

 ·

 Any conditions that must be met in order to obtain or retain title to the property, whether you have surface and/or mineral rights.

The following sentence has been inserted on page 6.

"Oroplata is required to maintain the Mogollon in good standing with the Ministry of Mines by undertaking exploration work on the claim and complying with the requirements occasionally set forth by the General Directorade of Mines."

On page 8 the following has been inserted:

4

"There were no previous operators on the Mogollon claim but the land owners are as follows:

     1.  Pedro Pérez

 2.  Juan Bautista

 3.  César Morales

 4.  Carlos Diplan

 5.  Saturnino Berroa

 6.  Carlos Castro

 7.  Manuel Sánchez

 8.  Víctor Tejeda

 9.  Manuel Bautista

 10.  Inocencio Gálvez

 11.  Manuel Berroa

 12.

 Escolástico Mercedes"

 ·

 A brief description of the rock formation and mineralization of existing or potential economic significance of the property.

    This was previously covered under the three headings of "Tireo Formation" (page 9), "Biochemical Characteristics of Units of Central Dominican Mountains" (page 9) and "Geology" (page 9).

 ·

 A description of any work completed on the property and its present condition.

The following sentence has been inserted on page 10 in response to this comment.

"Other than obtaining the mineral rights to the Mogollon claim and having the geologist prepare a report on the claim no exploration work has been undertaken to date."

 ·

 The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.

    The following sentence has been inserted on page 16 under the heading "Exploration Facilities".

5

"There is no plant and equipment located on the Mogollon claim and none will be installed there until such time as Oroplata makes a decision as to whether or not to further develop and extract minerals from the Mogollon claim."

 ·

 A description of equipment, infrastructure, and other facilities.

There is no equipment, infrastructures or other facilities on the Mogollon as indicated in the above inserted sentence.

 ·

 The current state of exploration of the property.

    The following paragraph has been inserted on page 10.

"The state of the current exploration program and its result will depend upon the exploration work performed as set forth in the schedule under the heading of "Past and Future Exploration Expenditures."

 ·

 The total costs incurred to date and all planned future costs.

The following sentences in response to this comment have been inserted on page 12.

"The total cost incurred to date is $5,000 in obtaining the mineral rights to the Mogollon claim and in obtaining a geological report thereon. Francisco Garcia has estimated the future exploration program will cost $62,117 as indicated below.

    Item Units

 Number and Cost

 Total Cost USD

Salaries:

Supervising Geologist

 17 days @ $750/day

 12,750

Geological Assistant

 17 days @ $360/day

 6,120

Transportation

 1,000 km @ $0.75/km

 750

Camp cost/Lodging

 17 days @ $90/day

 1,530

Compilation

Data and digitizing

 11 Days @ $150/day

 1,650

Drill hole interp & modeling

 14 days @ $400/day

 5,600

Structural consultant

 14 days @ $200/day

 2,800

Soil Geochemistry

Diamond Drilling (initial test holes)

 490 m @ $43/m

 21,070

Assay of Drill core

 120 samples @ $35/sample

 4,200

SUBTOTAL

 56,470

Contingency

 10%

 5,647

TOTAL USD

 62,117

At the present time, the Company does not have the available funds to complete the above noted exploration program.

6

The following represents the sampling points on the Mogollon which the geologist recommends taking various soil and rock samples.

SAMPLE TARGET AREAS

 ·

 The source of power and water that can be utilized at the property.

On page 16, the following sentence has been included under the heading "Source of Power and Water".

"There are plenty of natural rivers surrounding the Mogollon and a hydroelectric plant exists at about half a kilometer from the claim. There are potable water sources close to the claim and initial power can easily be produced by portable generators."

The following map has been inserted on page 16 to show the natural rivers flowing through the Mogollon.

7

Natural Water Sources on Mogollon claim.

 ·

 If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature."

The following sentence has been inserted on page 13.

"The Mogollon claim is without known reserves and the proposed program is exploratory in nature."

    5.  "Please insert a small-scale map showing the location and access to each mineral property, as required by Industry Guide 7(b)(2) and Instruction 3 (b) of Item 102 of Regulation S-K. ……………….."

The following map has been included on page 5 in response to this comment.

8

The above map was prepared by Francisco Garcia, Professional Geologist, in March 2016.

 ·

 A legend or exploration showing, by means of patter or symbol, each patter or symbol used on the map or drawing.

The following map has been inserted showing the size of the Mogollon claim on page 6.

9

The towns surrounding the Mogollon are Yaque, Buena Vista, San Juan and El Corbano.

 ·

 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.

Refer to the map included above.

 ·

 A north arrow.

The north arrow has been included in several of the maps included herein.

 ·

 An index map showing where the property is situated in relationship to the state or province, etc. in which it is located.

Please refer to the map on page 6 where it lists the surrounding towns.

 ·

 A title of the map or drawing, and the date on which it was drawn.

10

Each map included in the Form 10-KA has a title included.

 ·

 In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Reference throughout to the Form 10-KA has referred to Francisco Jerez Garcia, Professional Geologist, who prepared the initial report and in preparing the amendments to the Form 10-KA.

    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.

On page 13, the following sentences have been included.

"The geological justification for exploring the Mogollon claim is that the Dominican Republic over the years has resulted in numerous gold producing properties as well as copper properties. Even though gold prices per ounce and copper prices are low compared to prior years, management feels that if these metal strengthen over the next several years and if an ore deposit is found on the Mogollon, the Company might be able to proceed to extracting minerals from the Mogollon. There is no assurance that any ore deposits of commercial quality will be found on the Mogollon."

 ·

 Give a breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity, such as geophysics, geochemical, surface sampling, drilling, etc. for each prospect.

On page 14, the following chart has been prepared by Francisco Garcia in response to this comment.

"EXPLORATION TIME TABLE

Francisco Garcia has estimated the first year's budget will be $62,117 but until the first year is completed it is difficult for him to estimate future years' budgets in a dollar amount due to not knowing how successful the first year's exploration will be. The following schedule shows the type of work which will be done each year if the first year's exploration program is successful."

11

 ·

 If there is a phased program planned, briefly outline all phases.

As shown from the above noted schedule the exploration work will be performed over three years and each year is indicated therein.

12

 ·

 If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

The following sentence has been inserted on page 10.

"Within the immediate 45 days there are no detailed plans to conduct exploration on the Mogollon c

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

June 26, 2014

Via E -mail
Hilario Santos Sosa
Chief Executive Officer
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republican, 80027

Re: Oroplata  Resources , Inc.
 Item 4.01 Form 8 -K Filed June 11 , 2014
File No. 000-55088

Dear Mr. Sosa :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

/s/ Suying Li

 Suying Li
Staff Accountant

CORRESP
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    body_oroplataform8kresponse.htm

Oroplata Resources, Inc.

#3 - 7 San Marcos

Puerto Plata, Dominican Republican, 80027

June 24, 2014

VIA ELECTRONIC SUBMISSION

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention:   Suying Li

Dear Sirs/Mesdames:

RE:

Oroplata Resources, Inc. (the “Company”)

-

Form 8-K Filed on June 11, 2014

-

SEC Comment Letter Dated June 18, 2014

-

SEC File No. 000-55088

Dear Sirs and Mesdames:

In connection with our responses to your comment letter dated June 18, 2014, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned if you require more information about the Company.

Very truly yours,

Oroplata Resources, Inc.

/s/ Hilario Santos Sosa

Hilario Santos Sosa

Chief Executive Officer, President and Director

-1-

June 18 , 2014

Via E -mail
Hilario Santos Sosa
Chief Executive Officer
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republican, 80027

Re: Oroplata  Resources , Inc.
 Item 4.01 Form 8 -K Filed June 11 , 2014
 Amendment No. 1 to Item 4.01 Form 8 -K Filed June 17, 2014
File No. 000-55088

Dear Mr. Sosa :

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 r espond to this letter within five  business days by amending your filing s, 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 your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Amendment  No. 1 to Form 8 -K Filed June 17 , 2014

1. The revision to your disclosure in the paragraph (b)(1) under Item 4.01 does not address
our prior comment; as s uch, we reissue such comment.  Please expand the disclosure  to
state whether, during your two most recent fiscal years and any subsequent  interim period
prior to the engagement of your new independent accountant, which is on June 6, 2014,
there were any consultations  with your new independent accountant  on any matter as
described in Item  304(a)(2)(i ) & (ii)  of Regulation S -K.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes 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.

Hilario Santos Sosa
Oroplata Resources , Inc.
June 18 , 2014
Page 2

 Please contact me at (202) 551 -3335 with any questions.

Sincerely,

 /s/ Suying Li

 Suying Li
Staff Accountant

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Oroplata Resources, Inc.

#3 - 7 San Marcos

Puerto Plata, Dominican Republican, 80027

June 17, 2014

VIA ELECTRONIC SUBMISSION

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attention:   Suying Li

Dear Sirs/Mesdames:

RE:

Oroplata Resources, Inc. (the “Company”)

-

Form 8-K Filed on June 11, 2014

-

SEC Comment Letter Dated June 11, 2014

-

SEC File No. 000-55088

Dear Sirs and Mesdames:

In connection with our responses to your comment letter dated June 11, 2014, the Company acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosure 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 initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact the undersigned if you require more information about the Company.

Very truly yours,

Oroplata Resources, Inc.

/s/ Hilario Santos Sosa

Hilario Santos Sosa

Chief Executive Officer, President and Director

-1-

June 11, 2014

Via E -mail
Hilario Santos Sosa
Chief Executive Officer
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republican, 80027

Re: Oroplata  Resources , Inc.
 Item 4.01 Form 8 -K
Filed June 11 , 2014
File No. 000-55088

Dear Mr. Sosa :

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 r espond to this letter within five  business days by amending your filing s, 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 fa cts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 8 -K Filed June 11, 2014

1. Your disclosure in the paragraph  (b)(1)  under Item 4.01 pertains  to circumstances during
your interim period from October 1, 2013 through March 31, 2014.  Please expand the
disclosure  to state whether, during your two most rec ent fiscal years and any subsequent
interim period prior to the engagement of your new independent accountant,  there were
any consultations  with your new independent accountant  on any matter as described in
Item 304(a)(2)(i ) & (ii)  of Regulation S -K.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes 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.

Hilario Santos Sosa
Oroplata Resources , Inc.
June 11 , 2014
Page 2

 In responding to our comments, please provide a wri tten statement from the compa ny
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure 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 initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact me at (202) 551 -3335 with any questions.

Sincerely,

 /s/ Suying Li

 Suying Li
Staff Accountant

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OROPLATA RESOURCES, INC.

#3 – 7 San Marcos

Puerto Plata, Dominican Republic

October 11, 2013

Via Edgar

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.,

Washington, D.C., 20549

Re:         Oroplata Resources, Inc.

Registration Statement on Form S-1

File No.  333-188752

Attention: Ms. Erin Wilson

Dear Ms. Wilson:

Oroplata Resources, Inc. (the “Company”) hereby requests that the above-captioned registration statement be ordered effective at 12:00 pm EST on Wednesday, October 16, 2013, or as soon as practicable thereafter.

The Company wishes to state 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 adequate 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 proceedings initiated by the Commission or any person under the federal securities laws of the United States.

Yours very truly;

Oroplata Resources, Inc.

“Hilario Santos Sosa”

Hilario Santos Sosa

President, Chief Executive Officer

and Director

-1-

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OROPLATA RESOURCES, INC.

#3 – 7 San Marcos

Puerto Plata, Dominican Republic

October 9, 2013

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

Re:          Amendment No. 4 to Registration Statement on Form S-1

Filed October 7, 2013

File No. 333-188752

Attention:   Ms. Erin Wilson

Dear Ms. Wilson:

In response to your telephone call this morning, we wish to advise you that we will insert the following change under the heading Rule 144 in the Form 424B to be filed with your office once the above noted Form S-1/A becomes effective.

“Rule 144 Shares

In general, under Rule 144, a person who is not an affiliate of a company and who is not deemed to have been an affiliate of a company at any time during the three months preceding a sale and who has beneficially owned shares of a company’s common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about the company (which current public information requirement is eliminated after a one-year holding period).  In addition, a person, who is an affiliate and beneficially owned shares of a company’s common stock for at least six months, will be entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

One percent of the number of shares of the company's common stock then outstanding; or

2.

The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

However, Rule 144 is not available for securities initially issued by a company that has either no or nominal operations and no or nominal assets (a “shell company”), whether reporting or non-reporting, or a company that was at any time previously a shell company, unless the company:

●       has ceased to be a shell company;

●       is subject to the Exchange Act reporting obligations;

●       has filed all required Exchange Act reports during the preceding twelve months; and

●

at least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status as an entity that is not a shell company.

(the “Shell Company Conditions”)

-1-

At this time, we are considered a shell company.  As a result, our sole shareholder and director, being an affiliate, and any other person initially issued shares of our common stock, excluding those shares registered in this prospectus, will not be entitled to sell such shares until the Shell Company Conditions have been satisfied.  Upon satisfaction of the Shell Company Conditions, such sales by our sole shareholder and director would be limited by the manner of sale provisions and notice requirements and to the availability of current public information about us as set forth above.”

Yours very truly;

Oroplata Resources, Inc.

HILARIO S. SOSA

Hilario S. Sosa

Chief Executive Office, President, Chief

Financial Officer, Chief Accounting Officer,

Secretary Treasurer and Director

-2-

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OROPLATA RESOURCES, INC.

#3 – 7 San Marcos

Puerto Plata, Dominican Republic

Date October 7, 2013

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

Re:         Amendment No. 3 to Registration Statement on Form S-1

Filed September 30, 2013

File No. 333-188752

Attention:             Mr. John Reynolds

Assistant Director

Dear Mr. Reynolds:

I am in receipt of your letter dated October 3, 2013 and have the following responses to make.

Compliance with Governmental Regulations – Essentials of Mining Laws, page 14

1.

We note your revised disclosure in response to comment 1 and we partially reissue the comment as we are unable to access the website you have provided;  https://dgm.gov;.do/estatusexplorationmetalica.html.  Please revise or advise.

The website reference, as shown in the amended S-1A No. 3, appears to be correct.   The confusion is that the word “exploration” is spelt in Spanish and is spelt as “exploracion”.   Please try the following:  https://dgm.gov.do/estatusexploracionmetalica.html This is shown on page 15 of the Form S-1A Amendment #4.

Management’s Discussion of Financial Condition and Results of Operations, page 48

2.

We note your revised disclosure in response to comment 4 of our letter dated September 16, 2013.   In particular, we note your disclosure on page 48 that states the company “will undertake a further exploration program during the summer of 2013” when it appears that this particular exploration program was completed in August 2013. Please revise to clarify.

The previous sentence, as shown on page 48, has been amended to read as follows:

……Oroplata undertook a further exploration program during the summer of 2013 to identify mineralization……

-1-

Rule 144

3.

We note the revisions made in response to comment three of our letter dated September 16, 2013.   Please revise the disclosure to clearly reflect that you are a shell company, as opposed to the current ambiguous disclosure that you may be a shell company.

The last paragraph under this section on page 29 has been changed to read as follows:

As a result, our sole shareholder and director, being an affiliate, and any other person initially issued shares of our common stock, excluding those shares registered in this prospectus, is not  entitled to sell such shares until the Shell Company Conditions have been satisfied.  Upon satisfaction of the Shell Company Conditions, such sales by our sole shareholder and director would be limited by the manner of sale provisions and notice requirements and to the availability of current public information about us as set forth above.

Thank you for assisting us in revising our registration statement.

Yours very truly;

Oroplata Resources, Inc.

HILARIO S. SOSA

Hilario S. Sosa

Chief Executive Office, President, Chief

Financial Officer, Chief Accounting Officer,

Secretary Treasurer and Director

-2-

October 3, 2013

Via E -mail
Mr. Hilario Santos Sosa, Chief Executive Officer,
Chief Financial Officer and Director
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republic

Re: Oroplata Resources, Inc.
Amendment No. 3  to Registration Statement on Form S-1
Filed September 30, 2013
  File No. 333-188752

Dear Mr. Sosa :

We have reviewed your  amended  registration statement  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 .  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 your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Compliance with Governmental Regulations - Essentials of Mining Laws, page 14

1. We note your revised disclosure in response to comment 1 and we partially reissue the
comment as we are unable to access the website you have provide d:
https://dgm.gov.do/estatusexplorationmetalica.html .  Please revise or advise.

Management’s Discussion of Financial Condition an d Results of Operations, page 48

2. We note your revised di sclosure in response to comment 4 of our letter dated September
16, 2013.  In particular, we note your disclosure on page 48 that states the company “will
undertake a further exploration program during the summer of 2013” when it appears that
this particul ar exploration program was completed in August 2013.  Please revise to
clarify.

Hilario Santos Sosa
Oroplata Resources, Inc.
October 3, 2013
Page 2

 Rule 144

3. We note the revisions made in response to comment three of our letter dated September
16, 2013.  Please revise the disclosure to clearly reflect that you are a shel l company, as
opposed to the current ambiguous disclosure that you may be a shell company.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Se curities Act of 193 3 and
all applicable Securities  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 m ade.

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 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 effectiveness 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 reque sts 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 responsibilities under
the Securitie s 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 effectiv e date of the
registration statement.

Hilario Santos Sosa
Oroplata Resources, Inc.
October 3, 2013
Page 3

 You may contact James Giugliano at (202) 551 -3319 or Brian Bhandari  at (202) 551 -
3390  if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman,  Mining Engineer, at (202) 551 -3610, if you have questions
regarding engineering comments.  Please contact Erin Wilson at (202) 551 -6047  or Pamela
Howell  at (202) 551 -3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director

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OROPLATA RESOURCES, INC.

#3 – 7 San Marcos

Puerto Plata, Dominican Republic

Date September 30, 2013

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

Re:           Amendment No. 2 to Registration Statement on Form S-1

  Filed September 11, 2013

  File No. 333-188752

Attention:                      Mr. John Reynolds

        Assistant Director

Dear Mr. Reynolds:

I am in receipt of your letter dated September 16, 2013 wherein you gave us with certain comments in order that we could provide you with additional information so that you may better understand our disclosure.

The following responses are in the order set forth in the above noted letter.

Compliance with Governmental Regulations – Essentials of Mining Laws, page 14

1.

We note your revised disclosure in response to comment 8 of our letter dated June 14, 2013 and we partially reissue the comment.   Please revise to address the effect of the stated regulations.  For instance, please discuss what happens in the event the Leomary is not in good standing.   Also, we are unable to access the website you have provided: https://dgm.gov.do/estatusexplorationmetalica.html.  Please revise or advise.  Finally, we note your table used to set forth what appear to be one-time payments is titled “Annual Payments” and that your subsequent disclosure on the table addresses the “annual amount to keep the Leomary in good standing.”  Please revise the title of the table to reflect the actual information provided and to clarify the difference between the two sets of disclosure purportedly discussing annual payments.”

In response to your comment as to what happens in the event the Leomary is not in good standing is shown on page 16 as follows:

“If the Leomary is not in good standing all rights to the minerals on the claim are forfeited and the Leomary reverts back to the Ministry of Mines.   If this happens, a third party can make an application to the Ministry and obtain the mineral rights to the Leomary.  Oroplata would therefore have no further interest in the Leomary.

Losing the rights to the minerals on the Leomary does not occur overnight.  Nevertheless, if the above filings are not made, the DGM will consider the Leomary no longer in good standing and will accept applications for third parties for the rights to the mineral on the Leomary.   This could take up to twelve months from the date the filings are not made.

-1-

When we file the annual and semi-annual reports, the DGM normally will send out a correction letter addressing any concerns they might have.   The Company has to response to this letter of correction within 30 days from the issuance date of the letter and if it has not responded within the deadline date, another letter will be sent out requesting a response within 10 days.

Initially, the mineral rights are granted for explorations for 3 years, an extension of 3 more years can be obtained with a letter of request from the Company.  If the Company applies for exploitation, it can obtain a permit for 10 years with extensions for 10 more years or even 20 years.  Nevertheless, it will still have to comply with the filing requirements.

It is important for Oroplata at this stage in its development to immediate respond to the letters of corrections or any other letters received from DGM since if this is adhered to these filing requirments the Leomary will always be in good standing.”

In response to your comment in the fourth sentence we have the following response:

The access website to confirm the Leomary is in good standing was typed with the English word rather than the Spanish.   The correct website has been revised on page 15 with the following addition.

“https://dgm.gov.do/estatusexploracionmetalica.html (sub-web site is “Included content – estatus de solicited de exploraction No – Metalica”) will confirm this status.”

The words “Annual Payment” has been amended to “Initial and One Time Payments” on page 16 in response to this comment and the following schedule has been included to show the annual payment:

“The annual amounts to keep the Leomary in good standing after the initial license is granted is $13,500 which comprises the following:

Expenses to maintain the Leomary in good standing each year

Amount

Semi-annual report – filed with DGM

$  3,000

Annual report – files with the DGM

3,000

Annual tax returns – filed with both DGM and Revenue Department

500

Exploration work on the Leomary

4,000

Analysis of samples taken during exploration work

1,000

Annual fee to the DGM

  2,000

Annual cost to maintain the Leomary in good standing with the DGM

$  13,500

-2-

Environmental Permits, page 16

2.

“We note your revised disclosure in response to comment 9 of our letter dated June 14, 2013 and we partially reissue the comment.   In this regard, we note the more specific disclosure regarding the environmental impact study but we are unable to locate disclosure that addresses whether you foresee additional drilling and estimated costs associated with the construction and required environmental license.”

In response to this comment the following revision has been made to the previously disclosure as shown on page 17.

Environmental Permits

“Important components of environmental law in the Dominican Republic are:

-

An environmental permit is not necessary to conduct geological mapping, stream sediment, sampling, line cutting or geophysical surveys.

-

A letter of no objection (Carta de no objección) from the Ministry of Environment is all that is required for trenching and initial drilling, as long as access routes need not be constructed. This letter is based on a brief technical description submitted by the company.

-

Additional drilling and the construction of any access roads warrant an environmental license that is valid for one year. A report must be filed by the company and must include technical and financial aspects that take into account remediation costs.

-

At the feasibility stage, an environmental impact study must be submitted and approved by the government.   Such a study could cost as high as $100,000.

In implanting our initial drill program, we will require a letter of no objection from the Ministry of Environment.  To date, Oroplata has not received a letter of no objection from the Ministry of Environment.  If we elect to implement a more detailed drill program, of which there is no assurance, an environmental study may need to be undertaken prior to such drilling activity.   The upper limit to an environmental impact study would be approximately $100,000 but the Ministry of Environment will not require a full detailed environmental study if the drilling program is not extensive in nature; being approximately ten to fifteen drilling holes in the fifty to seventy-five meters range each.   The cost of this study is not required until such time as a drilling program is undertaken and then might amount to between $10,000 to $15,000 dollars.”

Market Price and Dividends on Common Equity and Related Stockholders Matters, page 27

Rule 144 Shares, page 28

3.

“We note your revised disclosure in response to comment 16 of our letter dated June 14, 2013.  In particular, we note your disclosure setting forth the circumstances under which Mr. Sosa may sell shares.   Please revise to reconcile this disclosure with the previous disclosure in this section stating that Rule 144 is not available for shell companies.   In the light of the company’s status as a shell company, it appears that Rule 144 would not be available for the resale of the company’s shares.”

-3-

In response to this comment the following paragraph has been revised:

“In general, under Rule 144, a person who is not an affiliate of a company and who is not deemed to have been an affiliate of a company at any time during the three months preceding a sale and who has beneficially owned shares of a company’s common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about the company (which current public information requirement is eliminated after a one-year holding period).  In addition, a person, who is an affiliate and beneficially owned shares of a company’s common stock for at least six months, will be entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

One percent of the number of shares of the company's common stock then outstanding; or

2.

The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

However, at this time, we may be deemed a company that has either no or nominal operations and no or nominal assets (a “shell company”).  In particular, Rule 144 is not available for securities initially issued by a shell company, whether reporting or non-reporting, or a company that was at any time previously a shell company, unless the company:

●           has ceased to be a shell company;

●           is subject to the Exchange Act reporting obligations;

●           has filed all required Exchange Act reports during the preceding twelve months; and

●

at least one year has elapsed from the time the company filed with the SEC current Form 10 type information reflecting its status as an entity that is not a shell company.

As a result, our sole shareholder and director, being an affiliate, and any other person initially issued shares of our common stock, excluding those shares registered in this prospectus, may not be entitled to sell such shares until the Shell Company Conditions have been satisfied.  Upon satisfaction of the Shell Company Conditions, such sales by our sole shareholder and director would be limited by the manner of sale provisions and notice requirements and to the availability of current public information about us as set forth above.”

Management’s Discussion of Financial Condition and Results of Operations, page 47

4.

“Please discuss in greater detail the further exploration program in the summer of 2013, including the cost associated with this further exploration.   Reconcile the disclosure of that further exploration on page 47, which indicates that the additional exploration was completed in August 2013, with the disclosure on page 49, which indicates that you have not undertaken further exploration work.  Similarly revise the disclosure in the property and/or business sections.   In addition, as previously referenced in comment 17 of our letter dated June 14, 2013, please discuss in greater detail your plan of operations, including the anticipated time frame, estimated costs, and impact that funding will have upon that timing.”

-4-

In responding to this comment the following has been inserted on page 49:

“The further cost associated with the exploration program undertaken during the summer of 2013 was $21,294 broken down as follows:

Exploration procedures

Amount

1.

Prepared base maps overlaid with extracts of regional radiometric, aeromagnetic and geological maps.

2.

Mobilized a field base camp for 10 days.

3.

Collected a minimum of 300 Active River Sediment, float, rock, grab, outcrop and soil samples.

4.

Delivered 150 of the 300 samples to Acme Laboratories for certified multi-element analysis.

5.

Geologist collected approximately 200 active river sediment samples from the following streams and their associated brooks:  Arroyo Piedra Gorda Canada Joselito; Rio Piedro; Arroyo Dulce; Arroyo El Cruce; Arroyo Toro; Arroyo Carbonato; Arroyo Yaso; Arroyo Huigerito, Arroyo Piyoyo; Arroyo Bonita; Arroyo Maspedro; and Arroyo Bua.

6.

Prepared basic anomaly maps for Ag, Au, As, Ba, Cu, Hg, Ni and Zn.

7.

Prepared a report and make recommendations (not yet completed)

        Total costs paid out for the above exploration program

$  18,800

Preparation of documentation filed with the DGM by the attorney

  2,494

Exploration expenses incurred in August 2013

$  21,294

In addition to the above, the sentence on page 51 has been changed to read as follows:

“Since Phase I was completed prior to September 30, 2012, Oroplata has undertake further exploration work on the Leomary comprising soil, rock and sediment sampling  which was completed in August  2013.”

-5-

Disclosure in the Property and/or Business sections have be revised to include the following.

In the Business section on page 14 the following sentence has been added:

“In August 2013, we completed a second exploration program whereby we extended our soil, rock, grab and sediment sampling in those areas of high mineralization found in the first initial exploration program and took samples of other areas not previously explored.  The cost and work undertaken is shown on page 49.”

In the Property section on page 26 the following sentence had been added:

“In August 2013, the Company extended its sampling program to identify other areas of mineralization on the Leomary and to re-sample areas previously sampled where mineralization was present.”

In response to this comment and to the previous comment #17 in your letter dated June 14, 2013, the following paragraph is shown on page 51.

“The Company is anticipating undertaking a drilling program on the Leomary in the late spring of 2014 depending upon its ability to obtain additional financing.  Unless our director is willing to advance the required funds, at this point in time he has not committed himself to advance further funds, the Company will have to wait until it is able to sell treasury shares in a private placement to interested investors.   This might be difficult if the Company is not quoted on a recognized quotation system or a stock exchange.  As noted elsewhere in this prospectus, the Company will require $95,843 to complete its drilling program and a further amount of $24,425 to meet its financial obligations over the next twelve months.  If this funding is not available when needed the Company will not be able to undertake its proposed drilling program and might, after twelve months, have to cease operations.”

Liquidity and Capital Resources, page 49

5.

“We note your revised disclosure in response to comment 19 of our letter dated June 14, 2013.  In particular, we note your statement that if the company does not pursue the drilling program, the additional funds required would be reduced from $120,268 to $21,425.   This does not appear to be correct. Please advise or revise.”

An addition error was made which has been corrected to $24,425 on page 52.

-6-

Thank you for assisting us in revising our registration statement.

Yours very truly;

Oroplata Resources, Inc.

HILARIO S. SOSA

Hilario S. Sosa

Chief Executive Office, President, Chief

Financial Officer, Chief Accounting Officer,

Secretary Treasurer and Director

-7-

September 16, 2013

Via E -mail
Mr. Hilario Santos Sosa, Chief Executive Officer,
Chief Financial Officer and Director
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican  Republic

Re: Oroplata Resources, Inc.
Amendment No. 2  to Registration Statement on Form S-1
Filed September 11, 2013
  File No. 333-188752

Dear Mr. Sosa :

We have reviewed your  amended  registration statement  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 .  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 your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Compliance with Governmental Regulations - Essentials of Mining Laws, page 14

1. We note your revised disclosure in response to comment 8 of our letter dated June 14,
2013 and we partially reissue the comment.  Please revise to ad dress the effect of the
stated regulations.  For instance, please discuss what happens in the event the Leomary is
not in good standing.  Also, we are unable to access the website you have provided:
https://dgm.gov.do/estatusexplorationmetalica.html .  Please revise or advise.   Finally, we
note your table used to set forth what appear to be one -time payments is titled “Annual
Payment” and that your subsequent disclosure to the table addresse s the “annual amount
to keep the Leomary in good standing.”  Please revise the title of the table to reflect the
actual information provided and to clarify the difference between the two sets of
disclosure purportedly discussing annual payment.

Hilario Santos Sosa
Oroplata Resources, Inc.
September 16, 2013
Page 2

 Environm ental Permits, page 1 6

2. We note your revised disclosure in response to comment 9 of our letter dated June 14,
2013 and we partially reissue the comment. In this regard, we note the more specific
disclosure regarding the environmental impact study but we ar e unable to locate
disclosure that addresses whether you foresee additional drilling and estimated costs
associated with the construction and required environmental license.

Market Price of and Dividends on Common Equity and Related Stockholder Matters, page 27

Rule 144 Shares, page 2 8

3. We note your revised disclosure in response to comment 16 of our letter dated June 14,
2013.  In particular, we note your disclosure setting forth the circumstances under which
Mr. Sosa may sell shares.  Please revise to reconcile this disclosure with the previous
disclosure in this section stating that Rule 144 is not available for shell companies.  In
light of the company’s status as a shell company, it would appear that Rule 144 would
not be available for the resale of the company’s shares.

Management’s Discussion of Financial Condition an d Results of Operations, page 47

4. Please discuss in greater detail the further exploration program in the summer of 2013,
including the costs associated with this further exploration.  Reconcile the disclosure of
that further exploration on page 47, which indicates that the additional exploration was
completed in August 2013, with the disclosure on page 49, which indicates that you have
not undertaken further exploration work.  Similarl y revise the disclosure in the property
and/or business sections.  In addition, as previously referenced in comment 17 of our
letter dated June 14, 2013, please discuss in greater detail your plan of operations,
including the anticipated time frame, estima ted costs, and the impact that funding will
have upon that timing.

Liquidit y and Capital Resources, page 49

5. We note your revised disclosure in response to comment 19 of our letter dated June 14,
2013.  In particular, we note your statement that if the co mpany does not pursue the
drilling program, the additional funds required would be reduced from $120,268 to
$21,425.  This does not appear to be correct.  Please advise or revise.

We urge all persons who are responsible for the accuracy and adequacy of th e disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  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.

Hilario Santos Sosa
Oroplata Resources, Inc.
September 16, 2013
Page 3

 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 ef fective, 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 f ull 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 federa l
securities laws of the United States.

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 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 James Giugliano at (202) 551 -3319 or Brian Bhandari  at (202) 551 -
3390  if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman, Mining Engineer, at (202) 551 -3610, if you have questions
regarding engineering comments.  Please contact Erin Wilson at (202) 551 -6047  or Pamela
Howell  at (202) 551 -3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director

CORRESP
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    body_responseamend2.htm

OROPLATA RESOURCES, INC.

#3 – 7 San Marcos

Puerto Plata, Dominican Republic

September 11, 2013

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

Re:          Registration Statement on Form S-1

Filed May 22, 2013

Amendment No. 1 to Registration Statement on Form S-1

Filed August 13, 2013

File No. 333-188752

Attention:              Mr. John Reynolds

Assistant Director

Dear Mr. Reynolds:

I am in receipt of your letters dated June 14 and August 14, 2013 wherein you gave us with certain comments in order that we could provide you with information so that you may better understand our disclosure and in recommending the Form S-1A be updated to included the financial statements as of June 30, 2013.

The responses are listed in the order as they appeared in your letter dated June 14, 2013 and have been, where applicable, included in the amended Form S-1A.  In additional the financial information and analysis has been updated to June 30, 2013 from our filing of the Form S-1A Amendment No. 1.

General

1.

Please supplementally provide us with copies of all written communication, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communication.   Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Our Company has not had any preliminary negotiations or agreements with anyone regarding our common shares.   We have had no discussions with any underwriters, brokers or market makers and no underwriters, brokers or market makers have published any research reports, either written, electronic or oral communication, about our Company.   We have not identified any individuals to acquire the common shares being offered under our registration statement and will not do so until such time as our registration statement becomes effective.

-1-

Prospectus Cover Page

2.

Please revise the disclosure to clearly state that Mr. Sosa is an underwriter in this offering.  Similarly revised the plan of distribution, which says Mr. Sosa may be deemed an underwriter.

In response to this comment the following change has been made to the Prospectus cover page:

“Mr. Sosa is an underwriter in respect of the sale of the shares.”

Under Plan of Distribution on page 12, the following sentence has been amended to read:

“In particular, during such times as Mr. Sosa is engaged in a distribution of the common stock, and therefore is an underwriter,………..”

Prospectus Summary, Page 1

3.

Please revised your statement on page one that “[a]s an emerging growth company [you] are exempt under Section 14A and B of the Securities Act of 1934” to clarify that you are exempt from Section 14A(a) and (b).

    The former reference has been changed to “Section 14A(a) and (b)”.

4.

We note on page one and throughout your prospectus that you have a wholly-owned subsidiary names Oroplata Exploraciones E Ingenieria S.R.L.  We further note on page two that you have “one wholly-owned subsidiary called Oroplata Exoraciones E Ingenieria, Orexi, SRL”.  Revise where necessary to reconcile this disclosure.

In response to this comment and in conjunction with a review of the corporate charter of our wholly-owned subsidiary the following has been changed:

On page 1 – Prospectus Summary the name of the wholly-owned subsidiary has been amended to read:  “Oroplata Exploraciones E Ingenieria, Orexi, S.R.L”.

On page 2 the name has been amended to read: “Oroplata Exploraciones E Ingenieria, Orexi, S.R.L”.

-2-

In addition to the above the name has been changed in other part of the registration statement to agree with the subsidiary’s name as shown in its corporate charter.

Risk Factors, Page 4

“Since our officer and director has other business interests…..”, page 7

5.

Please revise to reconcile whether Mr. Sosa will be devoting approximately twenty or forty hours of his time per month to your operations.  This risk factor provides inconsistent disclosure.

The approximate hours Mr. Sosa will be devoting per month has been changed to twenty hours.

Plan of Distribution, page 11

6.

We note that your offering will terminate nine months after the effective date of your registration statement.  Please clarify this in this section.   In this regard, we note your statement that Mr. Sosa may “continue to sell [his] shares on a continuous basis.”  In addition, revise to clarify that Mr. Sosa will sell his shares on a continuous basis.   See Rule 415(a)(1)(ix) of Regulation C.

Included in this section the following sentence has been inserted on page 11:

“This offering will terminate nine months after the effective date of this registration statement.”

The sentence referred to in the second part of this comment has been revised to read as follows as shown on page 11:

“Mr. Sosa will promptly commence to sell his shares being offered after this registration statement is declared effective and he will sell his shares on a continuous basis thereafter.”

Business, page 13

7.

Please disclose the material terms of the purchase of the Leomary Gold Claim and file the agreement as an exhibit.

There was no agreement with the purchase of the Leomary Gold Claim since the Company’s President undertook to identify the Leomary, prepare the application of the Dominican Mining Office to register the Leomary and complete all other paper work required.  He obtained from the Dominican lawyer, who held funds for the Company, an amount of $13,000 to achieve the above noted acquisition.  Previously the mineral rights to the Leomary were held by the Government of the Dominican Republic.  No other parties were involved in acquiring the mineral rights to the Leomary.   The following paragraph has been inserted on page 14 in response to this comment.

-3-

“The Company’s President, Mr. Sosa, selected the Leomary Gold Claim from his knowledge of the area wherein the Leomary is located.  The mineral rights on the Leomary were obtained directly from the Dominican Mining Office (DGM) where Mr. Sosa had to register an application for a Metallic Exploration Concession. The Company advanced him $13,000 to acquire the mineral rights on the Leomary and to complete all the application forms requires in order to ensure the mineral rights were owned by the Company.  Other than the DGM, no other third parties were involved in obtaining the mineral rights to the Leomary.”

The receipt and description of the work undertaken by Mr. Sosa is described under Exhibit 99.1

Compliance with Governmental Regulations – Essentials of Mining Laws, page 14

8.

We note your summary of “important components” of the relevant mining laws.   Please revise your disclosure to address the effect of the regulations and status of any required application and/or approvals at this stage in your business.  See Item 101(h)(4)(viii) and (ix) of Regulation S-K.  Also, please discuss in greater detail the annual payments and any other fees for governmental compliance.

In response to this comment the following has been inserted on page 15:

“We have complied with every one of the requirements listed under the Dominican Mining Law and therefore we are confident that our status regarding the Leomary is in good standing.  A review of the web page of the Dominican Mining Ministry at https://dgm.gov.do/estatusexplorationmetalica.html will confirm this status. The verification within this website is under the name “Leomary”.

In order to maintain the Leomary in good standing, an annual payments and fees contemplated under the Mining Law are to be paid within a calendar year are as follows:

Annual Payment

Amount (USD)

A.

Connection point revisions  (one time payment) (i)(ii)

$ 1,800

B.

Project Boundaries revision (in field) (one time payment) (i)(iii)

$ 1,000

C.

Newspaper publication – when certificate is granted (One time payment)

$    500

D.

Certification (if requested)

$    100

E.

Register of Power of Attorney (if any)

$ 1,000

F.

Sale or transfer of mineral rights (if any)

$ 1,000

-4-

(i)

Payment of $13,000 paid for the Leomary included this payment.

(ii)

Connection point revision relates to the Company having to have the geologist working on the claim insert four or five concrete posts into the claim boundaries so that satellite is able to read the red tag contained on each post so that it is available to the Ministry of Mines.

(iii)

The fee paid for Project Boundaries revision relates to an inspector going to the Leomary and ensure the four or five concrete posts have been inserted and that there is no activity on the claim itself which will invade an adjoining claim.

The annual amount to keep the Leomary in good standing after the initial license if granted is approximately $12,000 which mainly comprises annual and semi-annual reports, minimum exploration work (approximately $5,000), tax filings and an annual fee to the Ministry of Mines of approximately $3,000.   As shown above, extraordinary payments would be to obtain a certificate ($100), register a Power of Attorney, if required, ($1,000) and sale or transfer of mineral rights, if required ($1,000).”

Environmental Permits, page 15

9.

We note that estimated cost of an environmental impact study is $100,000.  Please revise your disclosure to address whether you have received a letter of no objection from the Ministry of Environment and whether there is an associated cost.   Please also address whether you foresee additional drilling and estimated costs associated with this construction and required environmental license.

The following has been inserted on page 16.

“Oroplata has not received a letter of no objection from the Ministry of Environment.”

The sentence prior to the following paragraph has been revised to read:

“Such a study could cost as high as $100,000.”

-5-

In addition the following paragraph has been added:

“As far as the mining law applies in the Dominican Republic, we should have the environmental study undertaken prior to any drilling activity.   The upper limit to an environmental impact study would be approximately $100,000 but the Ministry of Environment will not require a full detailed environmental study if the drilling program is not extensive in nature; being approximately ten to fifteen drilling holes in the fifty to seventy-five meters range each.   The cost of this study is not required until such time as a drilling program is undertaken and then might amount of $10,000 to $15,000 dollars.  Oroplata has not received a letter of no objection from the Ministry of Environment.”

Property, page 16

10.

  In an appropriate location of your filing, please disclose the specific fees and/or work required to keep you mineral rights in good standing.

This comment has been covered under comment 8 noted above.

11.

Please disclose the information required under paragraph (b) of Industry Guide 7 for all mineral properties, including the source of power and water for your property and a description of any infrastructure located on your property.

“There are no infractructure located on the Leomary.  Electricity is available in the area since the main source of energy is obtainable from the power plant located in the municipality of Bonao.   Water can be obtained from the numerous small streets flowing through the Leomary.”  Refer to page 20.

12.

We note your disclosure of sample results in this section of your filing.  Please disclose the sample type associated with each result.  For example, clarify if these samples are chip, grab, or other samples.   If the sample are grab samples, disclose the specific sample weight.

The sample type has been disclosed under the schedule on page 23.

13.

Additionally, please provide disclosure to clarify if the table with your sample results represent all sampling performed or the best results of the sampling program.  If these are the best results, provide disclosure regarding the total number of samples taken and the significant results that are not disclosed.

The following has been inserted on page 23 in response to this comment.

“The above noted table does not include all the samples taken but rather the best results as determined by the geologist.   The actual number of samples taken, either soil, sediment or rock, were 100 samples.  There was one sample with gold content of 1,695.2 ppb not included in the above schedule but the rest of the samples being 85 have relatively no minerialization.”

-6-

14.

Please provide us with the calculation used to convert ppm sample results to grams per metric tonne sample results.  For example, referencing the data for sample No. 293, provide the calculation used to convert 151 ppb gold to 11.84 grams per metric tone.

An error was made in the original schedule of ppb which has now been corrected and the appropriate schedules regarding conversion have been provided on page 23.

15.

We note that the company does not require office space “due to having limited employees, other than Mr. Sosa.”  Please revise to clarify whether you have more than one employee.

The following words have been amended in this sentence on page 17 in response to this comment.

“..due to having no employees, other than Mr Sosa,…..”

Market Price of and Dividends on Common Equity and Related Stockholder Matters, page 25

Rule 144 Shares, page 26

16.

We note your summary of Rule 144 on page 26.  Please revise to provide clear disclosure regarding how Rule 144 applies to the company’s shares outstanding.

The following has been inserted in this section on page 28.

“In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).  Rule 144 is not available for securities initially issued by a shell company, whether reporting or non-reporting, or a company that has at any time previously a shell company, unless the company:

●           has ceased to be a shell company;

●           is subject to the Exchange Act reporting obligations;

●           has filed all required Exchange Act reports during the preceding twelve months; and

●         at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

-7-

As a result, our sole shareholder and director, who is an affiliate and beneficially owned his shares of our common stock for at least six months, will be entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

One percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 400,000 shares as of the date of this prospectus; or

2.

The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Such sales by our sole shareholder and director would also be limited by manner of sale provisions and notice requirements and to the availability of current public information about us.”

Management’s Discussion of Financial Condition and Results of Operations, Page 44

    17.  The M

August 14, 2013

Via E -mail
Mr. Hilario Santos Sosa, Chief Executive Officer, Chief Financial Officer and Director
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republic

Re: Oroplata Resources, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 13, 2013
  File No. 333 -188752

Dear Mr. Sosa :

Our preliminary review of your amended registration statement indicates that it fails to
comply with the requirements of the Securities Act of 1933, the rules and regulations under that
Act, and the requirements of the form.  In particular, the interim financial statements have not been
updated  in accordance with Rule 8 -08 of Regulation S -X.  We will not perform a detailed
examination of the amended registration statement and we will not issue comments because to do so
would delay the review of other disclosure documents that do not appear to co ntain comparable
deficiencies.

If you were to request acceleration of the effective date of the registration statement in its
present form, we would likely recommend that the Commission deny your request.  We suggest that
you consider filing a substantive  amendment to correct the deficiencies.

You may contact James Giugliano at (202) 551 -3319 or Brian Bhandari  at (202) 551 -
3390  if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman, Mining  Engineer, at (202) 551 -3610, if you have questions
regarding engineering comments.  Please contact Erin Wilson at (202) 551 -6047  or Pamela
Howell  at (202) 551 -3357 with any other questions.

Sincerely,

 /s/ Pamela Howel l
 for

 John Reynolds
Assistant Director

CORRESP
1
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    body_responseletter1aug13.htm

OROPLATA RESOURCES, INC.

#3 – 7 San Marcos

Puerto Plata, Dominican Republic

August 13, 2013

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC

20549

Re:           Registration Statement on Form S-1

 Filed May 22, 2013

 File No. 333-188752

Attention:                      Mr. John Reynolds

        Assistant Director

Dear Mr. Reynolds:

I am in receipt of your letter dated June 14, 2013 wherein you gave us with certain comments in order that we could provide you with information so that you may better understand our disclosure.

The responses are listed in the order as they appeared in the above noted letter and have been, where applicable, included in the amended Form S-1A.

General

1.

Please supplementally provide us with copies of all written communication, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communication. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Our Company has not had any preliminary negotiations or agreements with anyone regarding our common shares.   We have had no discussions with any underwriters, brokers or market makers and no underwriters, brokers or market makers have published any research reports, either written, electronic or oral communication, about our Company.   We have not identified any individuals to acquire the common shares being offered under our registration statement and will not do so until such time as our registration statement becomes effective.

-1-

Prospectus Cover Page

2.

Please revise the disclosure to clearly state that Mr. Sosa is an underwriter in this offering.  Similarly revised the plan of distribution, which says Mr. Sosa may be deemed an underwriter.

In response to this comment the following change has been made to the Prospectus cover page:

“Mr. Sosa is an underwriter in respect of the sale of the shares.”

Under Plan of Distribution on page 11, the following sentence has been amended to read:

“In particular, during such times as Mr. Sosa is engaged in a distribution of the common stock, and therefore is an underwriter,………..”

Prospectus Summary, Page 1

3.

Please revised your statement on page one that “[a]s an emerging growth company [you] are exempt under Section 14A and B of the Securities Act of 1934” to clarify that you are exempt from Section 14A(a) and (b).

The former reference has been changed on Page 1 to “Section 14A(a) and (b)”.

4.

We note on page one and throughout your prospectus that you have a wholly-owned subsidiary names Oroplata Exploraciones E Ingenieria S.R.L.  We further note on page two that you have “one wholly-owned subsidiary called Oroplata Exoraciones E Ingenieria, Orexi, SRL”.  Revise where necessary to reconcile this disclosure.

In response to this comment and in conjunction with a review of the corporate charter of our wholly-owned subsidiary the following has been changed:

On page 1 – Prospectus Summary the name of the wholly-owned subsidiary has been amended to read:  “Oroplata Exploraciones E Ingenieria, Orexi, S.R.L”.

On page 2 the name has been amended to read: “Oroplata Exploraciones E Ingenieria, Orexi, S.R.L”.

In addition to the above the name has been changed in other part of the registration statement to agree with the subsidiary’s name as shown in its corporate charter.

-2-

Risk Factors, Page 4

“Since our officer and director has other business interests…..”, page 7

5.

Please revise to reconcile whether Mr. Sosa will be devoting approximately twenty or forty hours of his time per month to your operations.  This risk factor provides inconsistent disclosure.

The approximate hours Mr. Sosa will be devoting per month has been changed to twenty hours as shown on page 7.

Plan of Distribution, page 11

6.

We note that your offering will terminate nine months after the effective date of your registration statement.  Please clarify this in this section.   In this regard, we note your statement that Mr. Sosa may “continue to sell [his] shares on a continuous basis.”  In addition, revise to clarify that Mr. Sosa will sell his shares on a continuous basis.   See Rule 415(a)(1)(ix) of Regulation C.

Included in this section the following sentence has been inserted on page 11:

“This offering will terminate nine months after the effective date of this registration statement.”

The sentence referred to in the second part of this comment has been revised on page 11 to read as follows:

“Mr. Sosa will promptly commence to sell his shares being offered after this registration statement is declared effective and he will sell his shares on a continuous basis thereafter.”

Business, page 13

7.

Please disclose the material terms of the purchase of the Leomary Gold Claim and file the agreement as an exhibit.

There was no agreement with the purchase of the Leomary Gold Claim since the Company’s President undertook to identify the Leomary, prepare the application of the Dominican Mining Office to register the Leomary and complete all other paper work required.  He obtained from the Dominican lawyer, who held funds for the Company, an amount of $13,000 to achieve the above noted acquisition.  Previously the mineral rights to the Leomary were held by the Government of the Dominican Republic.  No other parties were involved in acquiring the mineral rights to the Leomary.   The following paragraph has been inserted on page 14 in response to this comment.

-3-

“The Company’s President, Mr. Sosa, selected the Leomary Gold Claim from his knowledge of the area wherein the Leomary is located.  The mineral rights on the Leomary were obtained directly from the Dominican Mining Office (DGM) where Mr. Sosa had to register an application for a Metallic Exploration Concession. The Company advanced him $13,000 to acquire the mineral rights on the Leomary and to complete all the application forms requires in order to ensure the mineral rights were owned by the Company.  Other than the DGM, no other third parties were involved in obtaining the mineral rights to the Leomary.”

The receipt and description of the work undertaken by Mr. Sosa is described under Exhibit 99.1

Compliance with Governmental Regulations – Essentials of Mining Laws, page 14

8.

We note your summary of “important components” of the relevant mining laws.   Please revise your disclosure to address the effect of the regulations and status of any required application and/or approvals at this stage in your business.  See Item 101(h)(4)(viii) and (ix) of Regulation S-K.  Also, please discuss in greater detail the annual payments and any other fees for governmental compliance.

    In response to this comment the following has been inserted on page 15:

    “We have complied with every one of the requirements listed under the Dominican Mining Law and therefore we are confident that our status regarding the Leomary is in good standing.  A review of the web page of the Dominican Mining Ministry at https://dgm.gov.do/estatusexplorationmetalica.html will confirm this status. The verification within this website is under the name “Leomary”.

In order to maintain the Leomary in good standing, an annual payments and fees contemplated under the Mining Law are to be paid within a calendar year are as follows:

Annual Payment

Amount (USD)

A.

Connection point revisions  (one time payment) (i)(ii)

$ 1,800

B.

Project Boundaries revision (in field) (one time payment) (i)(iii)

$ 1,000

C.

Newspaper publication – when certificate is granted (One time payment)

$    500

D.

Certification (if requested)

$    100

E.

Register of Power of Attorney (if any)

$ 1,000

F.

Sale or transfer of mineral rights (if any)

$ 1,000

-4-

(i)

Payment of $13,000 paid for the Leomary included this payment.

(ii)

Connection point revision relates to the Company having to have the geologist working on the claim insert four or five concrete posts into the claim boundaries so that satellite is able to read the red tag contained on each post so that it is available to the Ministry of Mines.

(iii)

The fee paid for Project Boundaries revision relates to an inspector going to the Leomary and ensure the four or five concrete posts have been inserted and that there is no activity on the claim itself which will invade an adjoining claim.

The annual amount to keep the Leomary in good standing after the initial license if granted is approximately $12,000 which mainly comprises annual and semi-annual reports, minimum exploration work (approximately $5,000), tax filings and an annual fee to the Ministry of Mines of approximately $3,000.   As shown above, extraordinary payments would be to obtain a certificate ($100), register a Power of Attorney, if required, ($1,000) and sale or transfer of mineral rights, if required ($1,000).”

Environmental Permits, page 15

9.

We note that estimated cost of an environmental impact study is $100,000.  Please revise your disclosure to address whether you have received a letter of no objection from the Ministry of Environment and whether there is an associated cost.   Please also address whether you foresee additional drilling and estimated costs associated with this construction and required environmental license.

The following has been inserted on page 16.

The sentence prior to the following paragraph has been revised to read:

“Such a study could cost as high as $100,000.”

In addition the following paragraph has been added:

“As far as the mining law applies in the Dominican Republic, we should have the environmental study undertaken prior to any drilling activity.   The upper limit to an environmental impact study would be approximately $100,000 but the Ministry of Environment will not require a full detailed environmental study if the drilling program is not extensive in nature; being approximately ten to fifteen drilling holes in the fifty to seventy-five meters range each.   The cost of this study is not required until such time as a drilling program is undertaken and then might amount of $10,000 to $15,000 dollars.  Oroplata has not received a letter of no objection from the Ministry of Environment.”

-5-

Property, page 16

10.

  In an appropriate location of your filing, please disclose the specific fees and/or work required to keep you mineral rights in good standing.

This comment has been covered under comment 8 noted above.

11.

Please disclose the information required under paragraph (b) of Industry Guide 7 for all mineral properties, including the source of power and water for your property and a description of any infrastructure located on your property.

The following sentence has been inserted on page 20 in response to this comment.

“There are no infractructure located on the Leomary.  Electricity is available in the area since the main source of energy is obtainable from the power plant located in the municipality of Bonao.   Water can be obtained from the numerous small streets flowing through the Leomary.”

12.

We note your disclosure of sample results in this section of your filing.  Please disclose the sample type associated with each result.  For example, clarify if these samples are chip, grab, or other samples.   If the sample are grab samples, disclose the specific sample weight.

The sample type has been disclosed under the schedule on page 23.

13.

Additionally, please provide disclosure to clarify if the table with your sample results represent all sampling performed or the best results of the sampling program.  If these are the best results, provide disclosure regarding the total number of samples taken and the significant results that are not disclosed.

The following has been inserted on page 23 in response to this comment.

“The above noted table does not include all the samples taken but rather the best results as determined by the geologist.   The actual number of samples taken, either soil, sediment or rock, were 100 samples.  There was one sample with gold content of 1,695.2 ppb not included in the above schedule but the rest of the samples being 85 have relatively no minerialization.”

-6-

14.

Please provide us with the calculation used to convert ppm sample results to grams per metric tonne sample results.  For example, referencing the data for sample No. 293, provide the calculation used to convert 151 ppb gold to 11.84 grams per metric tone.

An error was made in the original schedule of ppb which has now been corrected and the appropriate schedules regarding conversion have been provided on page 23.

15.

We note that the company does not require office space “due to having limited employees, other than Mr. Sosa.”  Please revise to clarify whether you have more than one employee.

The following words have been amended in this sentence on page 17 in response to this comment.

“…..due to having no employees, other than Mr. Sosa, …….”

Market Price of and Dividends on Common Equity and Related Stockholder Matters, page 25

Rule 144 Shares, page 26

16.

We note your summary of Rule 144 on page 26.  Please revise to provide clear disclosure regarding how Rule 144 applies to the company’s shares outstanding.

The following has been inserted in this section on page 28.

“In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).  Rule 144 is not available for securities initially issued by a shell company, whether reporting or non-reporting, or a company that has at any time previously a shell company, unless the company:

●           has ceased to be a shell company;

●           is subject to the Exchange Act reporting obligations;

●           has filed all required Exchange Act reports during the preceding twelve months; and

 ●

 at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

-7-

As a result, our sole shareholder and director, who is an affiliate and beneficially owned his shares of our common stock for at least six months, will be entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

One percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 400,000 shares as of the date of this prospectus; or

2.

The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Such sales by our sole shareholder and director would also be limited by manner of sale provisions and notice requirements and to the availability of current public information about us.”

Management’s Discussion of Financial Condition and Results of Operations, Page 44

    17.  The Management’s Discussion and Analysis section is one of the most critical aspects of your disclosure.   As a result, we request that you revise this section to provide a detailed executive overview to discuss the events, trends and uncertainties that management views as most critical to your future revenue, financial position

June 1 4, 2013

Via E -mail
Mr. Hilario Santos Sosa, Chief Executive Officer, Chief Financial Officer and Director
Oroplata Resources, Inc.
#3 – 7 San Marcos
Puerto Plata, Dominican Republic

Re: Oroplata Resources, Inc.
Registration Statement on Form S-1
Filed May 22, 2013
  File No. 333-188752

Dear Mr. Sosa :

We have reviewed your registration statement  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 .  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 your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in r eliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Prospectus Cover Page

2. Please revise the dis closure to clearly state that Mr. Sosa is an underwriter in this
offering.  Similarly revise the plan of distribution, which says Mr. Sosa may be deemed
an underwriter.

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 2

 Prospectus Summary, page 1

3. Please revise your statement on page one that “[a]s an emer ging growth company [you]
are exempt from Section 14A and B of the Securities Exchange Act of 1934” to clarify
that you are exempt from Section 14A(a) and (b).

4. We note on page one and throughout your prospectus that you have a wholly -owned
subsidiary na mes Oroplata Exploraciones E Ingenieria S.R.L.  We further note on page
two that you have “one wholly -owned subsidiary called Oroplata Exoraciones E
Ingenieria, Orexi, SRL.”  Revise where necessary to reconcile this disclosure.

Risk Factors, page 4

“Sinc e our officer and director has other business interests. . . .”, page 7

5. Please revise to reconcile whether Mr. Sosa will be devoting approximately twenty or
forty hours of his time per month to your operations.  This risk factor provides
inconsistent disc losure.

Plan of Distribution, page 11

6. We note that your offering will terminate nine months after the effective date of your
registration statement. Please clarify this in this section.  In this regard, we note your
statement that Mr. Sosa may “continue to sell [his] shares on a continuous bas is.”  In
addition, revise to clarify that Mr. Sosa will sell his shares on a continuous basis.  See
Rule 415(a)(1)(ix) of Regulation C.

Business, page 13

7. Please disclose the material terms of the purchase of the Leomary Gold Claim and file the
agreement as an exhibit.

Compliance with Governmental Regulations - Essentials of Mining Laws, page 14

8. We note your summary of “important components” of the relevant mining laws.  Please
revise your disclosure to address the effect of the regulations and status of any required
applications and/or approvals at this stage in your business.  See Items 101(h)(4)(viii) and
(ix) of Regulation S -K.  Also, please discuss in greater detail the annual payments and
any other fees for governmental compliance.

Environmental Per mits, page 15

9. We note the estimated cost of an environmental impact study is $100,000.  Please revise
your disclosure to address whether you have received a letter of no objection from the

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 3

 Ministry of Environment and whether there is an associated cost.  Please also address
whether you foresee additional drilling and the estimated cost associated with this
construction and required environmental license.

Property, page 16

10. In an appropriate location of your filing, please disclose the specific fees and/o r work
required to keep you mineral rights in good standing.

11. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
material properties, including the source of power and water for your property and a
description of any i nfrastructure located on your property.

12. We note your disclosure of sample results in this section of your filing.  Please disclose
the sample type associated with each result.  For example, clarify if these are chip, grab,
or other samples.  If the sample s are grab samples, disclose the specific sample weight.

13. Additionally, please provide disclosure to clarify if the table with your sample results
represents all sampling performed or the best results of the sampling performed. If these
are the best results, provide disclosure regarding the total number of samples taken and
the significance of the sample results that are not disclosed.

14. Please provide us with the calculation used to convert ppm sample results to grams per
metric tonne sample results.  For example, referencing the data for sample No. 293,
provide the calculation used to convert 151 ppb gold to 11.84 grams per metric tonne.

15. We note that the company does not require office space “due to having limited
employees, other than Mr. Sosa.”  Pl ease revise to clarify whether you have more than
one employee.

Market Price of and Dividends on Common Equity and Related Stockholder Matters, page 25

Rule 144 Shares, page 26

16. We note your summary of Rule 144 on page 26.  Please revise to provide clear  disclosure
regarding how Rule 144 applies to the company’s shares outstanding.

Management’s Discussion of Financial Condition and Results of Operations, page 44

17. The Management’s Discussion and Analysis section is one of the most critical aspects of
your disclosure.  As such, we request that you revise this section to provide a detailed
executive overview to discuss the events, trends, and uncertainties that management
views as most critical to your future revenues, financial position, liquidity, plan of
operations, and results of operations, to the extent known and foreseeable.  To assist you

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 4

 in this regard, please refer to the Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations, Release Nos.
33-8350 (December 19, 2003) at http://www.sec.gov/rules/interp/33 -8350.htm.  This
guidance is intended to elicit more meaningful disclosure in MD&A in a number of areas,
including the overall presentation and focus of MD&A, with general emphasis on the
discussion and analysis of known trends, demands, commitments, events and
uncertainties, and specific guidance on disclosures about liquidity, capital resources, and
critical accounting.  In particular, add disclosure relating to your plan of operations, the
intended timing and the impact that funding would have on the timing.

Liquidity and Capital Resources, page 44

18. We note you disclose that as of March 31, 2013 you had a positive working capital
position of $38,398.  It appears this amount should be $28,398.  Please modify your
disclosure consistent with the amounts in your financial statements.

19. Revise to discuss your financial position both without any additional funding and with
additional funding.  For instance, address how long you can remain a r eporting company
without additional funding.

Directors and Executive Officers, page 45

20. Revise to provide a complete business background for Mr. Sosa.  In this regard, we note
that he is only able to devote a few hours to Oroplata  per week due to “other business
interests”, as disclosed in your filing on page seven, but you do not address his current or
recent business interests.  See Item 401(e)(1) of Regulation S -K.

21. Revise to briefly discuss the specific experience, qualificatio ns, attributes or skills that
led to the conclusion that the person should serve as a director for the registrant.  See
Item 401(e)(1) of Regulation S -K.

Part II
Information not Required in the Prospectus, page 49

Other Expenses of issuance and Distrib ution, page 49

22. We note $2,500 in “[m]iscellaneous and sundry expenses.”  In footnote disclosure, please
disclose the reasonable components of this category, which comprises 12% of total
offering expenses.

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 5

Recent Sales of Unregistered Securities, pag e 50

Signatures

23. In addition to your principal executive and financial officers, your registration statement
must be signed by your principal accounting officer or controller.  Please revise
accordingly. See Section VI.C. of Form S -1.

Exhibit 23.2 – Cons ent of Goldman Accounting Services CPA, PLLC

24. Your auditor’s consent references their report dated May 21, 2013, whereas the audit
report included on page 29 is dated May 22, 2013.  Please advise your independent
accountant to provide a consent for the app ropriate report date (i.e. May 22, 2013) and
amend your registration statement accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Se curities Act of 193 3 and
all applicable Securities  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 m ade.

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 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.

Hilario Santos Sosa
Oroplata Resources, Inc.
June 1 4, 2013
Page 6

 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 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 James Giugliano at (202) 551 -3319 or Brian Bhandari  at (202) 551 -
3390  if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman, Mining Engineer, at (202) 551 -3610, if you have questions
regardin g engineering comments.  Please contact Erin Wilson at (202) 551 -6047  or Pamela
Howell  at (202) 551 -3357  with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director