SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 September 15, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Request for Acceleration – Anfield Energy Inc.
 Registration Statement on Form 20-F
 (File No. 001-42808)
 Ladies and Gentlemen: Anfield Energy Inc. (the
“Company”) respectfully requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form 20-F (File
 No. 001-42808), and permit said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on September 17, 2025, or as soon thereafter as practicable.
 The Company hereby authorizes Richard Raymer, an attorney with our outside legal counsel, Dorsey & Whitney LLP, to orally modify or withdraw this
request for acceleration. Please contact Richard Raymer of Dorsey & Whitney LLP at (416) 367-7388 with
any questions with respect to this request.

 Sincerely,

 Anfield Energy Inc.

 /s/ Corey Dias

 Corey Dias

 Chief Executive Officer

CORRESP
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 CORRESP

 September 11, 2025
 VIA EDGAR Division of Corporation Finance
 Office of Energy & Transportation Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549 Attn: Myra Moosariparambil, Steve Lo, John Coleman, Cheryl Brown, Irene Barberena-Meissner, and Daniel Morris

 Re:
 Response to the Securities and Exchange Commission
 Staff Comment dated September 8, 2025, regarding
 Anfield Energy Inc.
 Amendment No. 1 to Registration Statement on Form 20-F
 Filed September 3, 2025
 File No. 001-42808
 Dear Sirs and Madams: This letter responds to the written
comment from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) set forth in the September 8, 2025 letter regarding the above-referenced Amendment No. 1 to Registration
Statement on Form 20-F (the “ Form 20-F ”) of Anfield Energy Inc. (the “ Company ”, “ we ,” “ our ,”
or “ us ”) as filed with the SEC on September 3, 2025. Simultaneously with the transmission of this letter, the Company is filing via EDGAR Amendment No. 2 to the Form 20-F (the
“ Amendment ”), responding to the Staff’s comment. For your convenience, the Staff’s comment is included below. Please
note that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form 20-F.
 Our response is as follows: Consolidated Financial
Statements Notes to Consolidated Financial Statements
 19. Subsequent Events, page 34 Staff Comment
No. 1. In response to prior comment 1, you did not retroactively restate the share and per share figures in the consolidated financial
statements as of and for the year ended December 31, 2024 and 2023, but you revised the disclosures to present the retroactively restated share and per share figures throughout the amendment, including the condensed interim consolidated
financial statements as of and for the six months ended June 30, 2025. In order to provide consistent and transparent disclosures to investors, please also revise your consolidated financial statements as of and for the years ended
December 31, 2024 and 2023 to present the revised share amounts and per share figures to reflect the Share Consolidation. Refer to SAB Topic 4.C. for guidance.

 Company’s Response:
 In response to the Staff’s comment, the Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 included in the Amendment
have been revised to retroactively restate the share and per share figures to reflect the 75-for-1 share consolidation that became effective on August 1, 2025.
 * * * * *
 2

 Thank you for your review of the filing. If you should have any questions regarding this response letter,
please do not hesitate to contact Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or raymer.richard@dorsey.com.

 Sincerely,
 Anfield Energy Inc.

 /s/ Corey Dias

 Corey Dias Chief Executive
Officer

 cc:
 Richard Raymer, Esq., Dorsey & Whitney LLP

<DOCUMENT>
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<TEXT>
 September 8, 2025

Corey Dias
Chief Executive Officer
Anfield Energy Inc.
2005-4390 Grange Street, Burnaby
British Columbia, Canada, V5H 1P6

 Re: Anfield Energy Inc.
 Amendment No. 1 to Registration Statement on Form 20-F
 Filed September 3, 2025
 File No. 001-42808
Dear Corey Dias:

 We have reviewed your filing and have the following comment(s).

 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.

Amendment No. 1 to the Registration Statement on Form 20-F
Consolidated Financial Statements
Notes to Consolidated Financial Statements
19. Subsequent Events, page 34

1. In response to prior comment 1, you did not retroactively restate the
share and per
 share figures in the consolidated financial statements as of and for the
year ended
 December 31, 2024 and 2023, but you revised the disclosures to present
the
 retroactively restated share and per share figures throughout the
amendment,
 including the condensed interim consolidated financial statements as of
and for the six
 months ended June 30, 2025. In order to provide consistent and
transparent
 disclosures to investors, please also revise your consolidated financial
statements as of
 and for the years ended December 31, 2024 and 2023 to present the
revised share
 amounts and per share figures to reflect the Share Consolidation. Refer
to SAB Topic
 4.C. for guidance.
 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
 September 8, 2025
Page 2

of action by the staff.

 Please contact Myra Moosariparambil at 202-551-3796 or Steve Lo at
202-551-3394
if you have questions regarding comments on the financial statements and
related
matters. You may contact John Coleman at 202-551-3610 with questions regarding
engineering comments. Please contact Irene Barberena-Meissner at 202-551-6548
or Daniel
Morris at 202-551-3314 with any other questions.

 Sincerely,

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

CORRESP
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 CORRESP

 September 3, 2025
 VIA EDGAR Division of Corporation Finance
 Office of Energy & Transportation Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549 Attn: Myra Moosariparambil, Steve Lo, John Coleman, Cheryl Brown, and Irene Barberena- Meissner

 Re:
 Response to the Securities and Exchange Commission
 Staff Comment dated August 28, 2025, regarding
 Anfield Energy Inc.
 Registration Statement on Form 20-F
 Filed August 19, 2025
 File No. 001-42808
 Dear Sirs and Madams: This letter responds to the written
comment from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) set forth in the August 28, 2025 letter regarding the above-referenced Registration Statement on Form 20-F (the “ Form 20-F ”) of Anfield Energy Inc. (the “ Company ”, “ we ,” “ our ,” or
“ us ”) as filed with the SEC on August 19, 2025. Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Form 20-F (the
“ Amendment ”), responding to the Staff’s comment. For your convenience, the Staff’s comment is included below. Please note
that capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the Form 20-F.
 Our response is as follows: Consolidated Financial
Statements Notes to Consolidated Financial Statements
 19. Subsequent Events, page 34 Staff Comment
No. 1. We note from page 35 that effective August 1, 2025, the Company completed a share consolidation of its outstanding common shares
on a 75-for-1 basis and did not retroactively adjust the share and per share figures in the consolidated financial statements. Please revise your consolidated financial
statements for the periods presented and disclosures throughout the filing to the extent applicable to present the retroactively adjusted share and per share figures to reflect the share consolidation. Refer to SAB Topic 4.C. for guidance. If you
believe the retroactive adjustment is not necessary, please explain to us with the support of authoritative accounting guidance.

 Company’s Response:
 In response to the Staff’s comment, we respectfully advise the Staff that the Consolidated Financial Statements for the Years Ended December 31,
2024 and 2023 included in the Form 20-F present the earnings per share figures on a retroactively adjusted basis to reflect the
 75-for-1 share consolidation that became effective August 1, 2025 (the “ Share Consolidation ”). The references to the share figures have not been
retroactively restated as the Share Consolidation is a non-adjusting event as described in IAS 10 paragraph 22(f) and, further, only the earnings per share numbers are required for retroactive restatement in accordance with IAS 33 paragraph 64. We
have revised the disclosures throughout the Amendment to present the retroactively adjusted share and per share figures to reflect the Share Consolidation. We are also filing the Condensed Interim Consolidated Financial Statements for the Six Months
ended June 30, 2025 and 2024 with the Amendment, which also present the share and per share figures on a retroactively adjusted basis to reflect the Share Consolidation.
 * * * * *
 2

 Thank you for your review of the filing. If you should have any questions regarding this response letter,
please do not hesitate to contact Richard Raymer of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or raymer.richard@dorsey.com.

 Sincerely,
 Anfield Energy Inc.

 /s/ Corey Dias

 Corey Dias

 Chief Executive Officer

 cc:
 Richard Raymer, Esq., Dorsey & Whitney LLP

<DOCUMENT>
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<TEXT>
 August 28, 2025

Corey Dias
Chief Executive Officer
Anfield Energy Inc.
2005-4390 Grange Street, Burnaby
British Columbia, Canada, V5H 1P6

 Re: Anfield Energy Inc.
 Registration Statement on Form 20-F
 Filed August 19, 2025
 File No. 001-42808
Dear Corey Dias:

 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 and any amendment you may file in
response to this
letter, we may have additional comments.

Registration Statement on Form 20-F
Consolidated Financial Statements
Notes to Consolidated Financial Statements
19. Subsequent Events, page 34

1. We note from page 35 that effective August 1, 2025, the Company
completed a share
 consolidation of its outstanding common shares on a 75-for-1 basis and
did not
 retroactively adjust the share and per share figures in the consolidated
financial
 statements. Please revise your consolidated financial statements for the
periods
 presented and disclosures throughout the filing to the extent applicable
to present the
 retroactively adjusted share and per share figures to reflect the share
consolidation.
 Refer to SAB Topic 4.C. for guidance. If you believe the retroactive
adjustment is not
 necessary, please explain to us with the support of authoritative
accounting guidance.
 August 28, 2025
Page 2

 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 Myra Moosariparambil at 202-551-3796 or Steve Lo at
202-551-
3394 if you have questions regarding comments on the financial statements and
related
matters. You may contact John Coleman at 202-551-3610 with questions regarding
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Irene
Barberena-
Meissner at 202-551-6548 with any other questions.

 Sincerely,

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

<DOCUMENT>
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<TEXT>
 July 15, 2025

Corey Dias
Chief Executive Officer
Anfield Energy Inc.
2005-4390 Grange Street, Burnaby
British Columbia, Canada, V5H 1P6

 Re: Anfield Energy Inc.
 Amendment No. 3 to Draft Registration Statement on Form 20-F
 Submitted June 30, 2025
 CIK No. 0001519469
Dear Corey Dias:

 We have reviewed your amended draft registration statement and have the
following
comment.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our June 26, 2025 letter.

Amendment No. 3 to Draft Registration Statement on Form 20-F
Item 8. Financial Information
Notes to Consolidated Financial Statements
Note 6. Property and Equipment, page FS-14

1. We note your revised disclosure states the recoverable amount is
categorized as level
 3 in the fair value hierarchy. You also disclose the key assumptions
used to determine
 the replacement cost included the inflation rates used to bring certain
costs related to
 the construction to equivalent levels as well as the type of equipment
required to make
 the assets comparable. Please further explain the type of equipment
required to make
 the assets comparable and revise the disclosure to clarify. In
addition, please revise
 July 15, 2025
Page 2

 your disclosure pursuant to IFRS 1393(d) to provide quantitative
information about
 the significant unobservable inputs used in the fair value measurements,
or explain
 why you do not believe this disclosure is applicable.
 Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at
202-551-
3650 if you have questions regarding comments on the financial statements and
related
matters. You may contact John Coleman at 202-551-3610 with questions regarding
engineering comments. Please contact Cheryl Brown at 202-551-3905 or Irene
Barberena-
Meissner at 202-551-6548 with any other questions.

 Sincerely,

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

June 26, 2025
Corey Dias
Chief Executive Officer
Anfield Energy Inc.
2005-4390 Grange Street, Burnaby
British Columbia, Canada, V5H 1P6
Re:Anfield Energy Inc.
Amendment No. 2 to Draft Registration Statement on Form 20-F
Submitted June 20, 2025
CIK 0001519469
Dear Corey Dias:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our June 10, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form 20-F
D. Property, Plants, and Equipment, page 17
1.We note your revised resource tables include the commodity price assumption for
uranium in Table 2 and the commodity price assumption for vanadium in Table 3.
Considering that your cut-off grade equation includes a revenue component for
uranium and a revenue component for vanadium, please revise the footnotes to Table
2 to include the commodity price assumption for uranium and the commodity price
assumption for vanadium. Similarly, please revise the footnotes to Table 3 to include
the commodity price assumption for uranium and  the commodity price assumption for
vanadium.

June 26, 2025
Page 2
Item 8. Financial Information
Notes to Consolidated Financial Statements
Note 6. Property and Equipment, page FS-14
2.We note your response to prior comment 10, including your revised disclosure that
states, “In determining the fair value less cost of disposal, the Company concluded
that the replacement cost method was the most appropriate basis. This resulted in a
recoverable amount of $30,221,000. Reasonably possible changes in key assumptions
would not cause the recoverable amount of the Shootaring mill to fall below the
carrying value.” Please provide the required disclosures pursuant to paragraph 130(f)
of IAS 36.
            Please contact Myra Moosariparambil at 202-551-3796 or Steve Lo at 202-551-3394
if you have questions regarding comments on the financial statements and related matters.
You may contact John Coleman at 202-551-3610 with questions regarding engineering
comments. Please contact Cheryl Brown at 202-551-3905 or Irene BarberenaMeissner at 202-
551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Raymer, Esq.

June 10, 2025
Corey Dias
Chief Executive Officer
Anfield Energy Inc.
2005-4390 Grange Street, Burnaby
British Columbia, Canada, V5H 1P6
Re:Anfield Energy Inc.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Submitted May 28, 2025
CIK 0001519469
Dear Corey Dias:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our May 16, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Item 3. Key Information
B. Capitalization and Indebtedness, page 5
1.We note you updated the statements of financial position to March 31, 2025. Please
also update disclosure for capitalization and indebtedness to March 31, 2025. Refer to
Item 3.B of Form 20-F.

June 10, 2025
Page 2
Item 4. Information on the Company
B. Business Overview
General Development of the Business, page 16
2.We note your response to prior comment 4 states that in the next twelve months you
aim to commence clean-up work at the Shootaring Canyon mill site while awaiting
approval of the mill reactivation plan, which was submitted to the State of Utah in
April of 2024. Please revise to provide updated disclosure on the current status of this
approval.
Property, Plants, and Equipment, page 17
3.We note your response to prior comment 10. Please revise your mineral resource
tables to also report the combined measured and indicated resources, as required by
Item 1303(b)(3) of Regulation S-K.
4.We note your revised disclosure in response to comment 11 indicates that the mining
costs have not been considered in your cut-off grade calculation as these costs "are
borne by the primary mined material." Please explain this statement and tell us why
your assumed mining costs have not been included in the cut-off grade calculation,
considering the requirement of Item 1302(d)(2) of Regulation S-K with respect to the
qualified person including assumed unit costs for surface or underground operations
in the cut-off grade estimation.

In your response tell us your assumed underground mining cost (or open pit) and
explain the significance of not including the mining cost on the quantity of mineral
resources at each property. Please include your cut-off grade equation with your
response, showing how the minimum grade mined will cover the assumed costs.
5.We note that you have included historical resources on page 49 of your filing. Please
revise to remove the historical resources and only include resources that are S-K 1300
compliant.
6.Please file the written consent of the qualified person(s) pursuant to Item
1302(b)(4)(iv) of Regulation S-K; and include the disclosure required under Item
1302(b)(5) of Regulation S-K with respect to the qualified person(s) employment.
Item 5. Operating and Financing Review and Prospects, page 53
7.We note you have included condensed interim financial statements as of and for the
three months ended March 31, 2025 and 2024. Please revise your disclosure to
provide management’s discussion and analysis of the company’s operating results and
liquidity and capital resources as of and for the three months ended March 31, 2025
compared to the same period in the prior year. Please refer to Instruction 6 to Item 5
of Form 20-F.
Item 7. Major Shareholders and Related Party Transactions
B. Related Party Transactions, page 64
8.Please update the disclosure for related party transactions to include the transactions
for the first quarter ended March 31, 2025 and up to the date of the document. Refer
to Item 7.B of Form 20-F.

June 10, 2025
Page 3
Item 8. Financial Information
A. Consolidated Statements of Other Financial Information, page 65
9.For financial statements, please revise to describe all periods of financial statements
included in the registration statement. In this regard, describe the interim period
financial statements included in the registration statement.
Notes to Consolidated Financial Statements
Note 6. Property and Equipment, page FS-14
10.We note your response to prior comment 24. Please address the following points:

•Your current disclosure at Note 6 on page14 only states “there were favorable
changes in the market conditions for uranium production, as well as other factors,
which indicated the impairment loss recognized in prior periods in relation to the
Shootaring mill no longer exists.” Pursuant to paragraph 130(a) of IAS 36, please
revise to further describe the events and circumstances that led to the reversal of
the impairment loss.

•In assessing whether there is any indication that an impairment loss recognized in
prior periods may no longer exist or may have decreased, please tell us how you
considered indications set forth in paragraph 111 of IAS 36 for both external and
internal sources of information.

•Pursuant to paragraph 130(e) of IAS 36, please disclose the recoverable amount of
the Shootaring mill.

•Please further explain why you believe the multiple bases provided in your
response support the recoverable amount of Shootaring mill.
            Please contact Myra Moosariparambil at 202-551-3796 or Steve Lo at 202-551-3394
if you have questions regarding comments on the financial statements and related matters.
You may contact John Coleman at 202-551-3610 with questions regarding engineering
comments. Please contact Cheryl Brown at 202-551-3905 or Irene BarberenaMeissner at 202-
551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Raymer, Esq.

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

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

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

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

May 16, 2025
Page 5
address the following:

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

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

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

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

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