SecProbe.io

CORRESP
 1
 filename1.htm

 Bunker
Hill Mining Corp.

 1009
McKinley Ave.

 Kellogg,
Idaho 83837

 August 19, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
DC 20549

 Attention:
Cheryl Brown and Irene Barberena-Meissner

 Re: Bunker
 Hill Mining Corp.
 Registration
 Statement on Form S-1

 File
 No. 333-288401

 Dear
Mses. Brown and Barberena-Meissner:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Bunker Hill Mining Corp. hereby requests that the effective date
of the above-referenced registration statement be accelerated so that the same will become effective at 12:00 p.m. Eastern Time on Thursday,
August 21, 2025, or as soon thereafter as is practicable.

 Please
advise Edward Shaoul of Davis Graham & Stubbs LLP at (303) 892-7262 when the order declaring the above-referenced registration statement
effective is signed.

 Very truly yours,

 BUNKER HILL MINING
 CORP.

 By:
 /s/
 Gerbrand van Heerden

 Name:
 Gerbrand van Heerden

 Title:
 Chief Financial Officer and

 Corporate Secretary

CORRESP
 1
 filename1.htm

 August
5, 2025

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Energy & Transportation

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Attention:
Cheryl Brown and Irene Barberena-Meissner

 Re: Bunker
 Hill Mining Corp.
 Registration Statement on Form S-1
 Filed June 27, 2025
 File No. 333-288401

 Dear
Mses. Brown and Barberena-Meissner:

 On
behalf of Bunker Hill Mining Corp. (the " Company "), set forth below is the response of the Company to the comments
received by the staff (the " Staff ") of the Securities and Exchange Commission contained in the letter dated July 10,
2025 (the " Comment Letter ") regarding the above-referenced Registration Statement on Form S-1 (the " S-1 ").
In connection therewith, the Company has filed via EDGAR Amendment No. 1 to Registration Statement on Form S-1 (the " Amended
S-1 "), which incorporates the changes made in response to the Comment Letter.

 For
ease of reference, the text of the Staff's comment is reproduced in bold-face type below, followed by the Company's response.

 Selling
Shareholders and Certain Beneficial Owners, page 61

 1. Please
 revise to identify the natural person(s) who exercise voting or dispositive control over
 the shares held by Sprott Private Resource Streaming and Royalty Annex US Collector, LP,
 Sprott Private Resource Streaming and Royalty US Collector, LP and Teck Resources Limited.
 Refer to Item 507 of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretations
 140.02 available on our website.

 Response :
The Company has revised the disclosure in response to the Staff's comment. Please see the Amended S-1 under "Selling Shareholders
and Certain Beneficial Owners" on or around page 61.

 Office:
303.892.9400 | Fax:
303.893.1379 | 3400 Walnut STreet, Suite 700, Denver, Colorado 80205 | davisgraham.com

 U.S.
Securities and Exchange Commission

 August
5, 2025

 Page
2

 Exhibits

 2. We
 note that you have redacted information from Exhibits 10.14, 10.15, 10.19, 10.30, Exhibits
 10.33 through 10.44, and Exhibits 10.47, 10.48 and 10.49. Please revise the footnotes to
 the exhibits index to clarify whether you are relying on Item 601(b)(10)(iv) of Regulation
 S-K for these redactions, and include the required legend on the first page of each of the
 applicable exhibits. Please also ensure that all exhibits containing redacted material are
 properly denoted in the Exhibits index. In this regard, we note that Exhibits 10.34, 10.40,
 and 10.49 appear to contain redacted information and are not consistently denoted.

 Response :
The Company has (i) revised the exhibit index beginning on or around page II-6 to correctly denote whether schedules or similar attachments
have been omitted in accordance with Item 601(a)(5) of Regulation S-K or whether portions of an exhibit have been redacted in accordance
with Item 601(b)(10) of Regulation S-K and to remove duplicate exhibits to the S-1; (ii) revised Exhibits 10.16, 10.18, 10.25–10.40,
and 10.43–10.45 to the Amended S-1 (which were Exhibits 10.16, 10.18, 10.29–10.44, and 10.47–10.49 to the S-1) to include
the required legend on the first page thereof indicating that certain private and confidential information therein has been redacted
in accordance with Item 601(b)(10) of Regulation S-K and to consistently denote such information as "[***]"; and (iii) unredacted
certain previously redacted information in Section 2.1(d)(i) of Exhibit 10.16, Section 1.6 of Exhibit 10.18, the definition of "Proportionate
Share" in Exhibit "A" to Exhibit 10.34, and Section 2.1(b) of Exhibit 10.43, in each case to the Amended S-1.

 ****

 We
have endeavored to provide you with everything requested. Should you have additional questions or comments, please contact the undersigned
at (303) 892-7262.

 Sincerely,

 /s/ Edward
 R. Shaoul

 Edward
 R. Shaoul

 for

 Davis
 Graham & Stubbs LLP

 Enclosure

 cc:
Gerbrand van Heerden, Bunker Hill Mining Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
300-1055 West Hastings Street
Vancouver, BC, Canada V6E 2E9

 Re: Bunker Hill Mining Corp.
 Registration Statement on Form S-1
 Filed June 27, 2025
 File No. 333-288401
Dear Sam Ash:

 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
Selling Shareholders and Certain Beneficial Owners, page 61

1. Please revise to identify the natural person(s) who exercise voting or
dispositive
 control over the shares held by Sprott Private Resource Streaming and
Royalty Annex
 US Collector, LP, Sprott Private Resource Streaming and Royalty US
Collector, LP
 and Teck Resources Limited. Refer to Item 507 of Regulation S-K and
Regulation S-
 K Compliance and Disclosure Interpretations 140.02 available on our
website.
Exhibits

2. We note that you have redacted information from Exhibits 10.14. 10.15.
10.19, 10.30,
 Exhibits 10.33 through 10.44, and Exhibits 10.47, 10.48 and 10.49.
Please revise the
 footnotes to the exhibits index to clarify whether you are relying on
Item
 601(b)(10)(iv) of Regulation S-K for these redactions, and include the
required legend
 July 10, 2025
Page 2

 on the first page of each of the applicable exhibits. Please also ensure
that all exhibits
 containing redacted material are properly denoted in the Exhibits index.
In this regard,
 we note that Exhibits 10.34, 10.40, and 10.49 appear to contain redacted
information
 and are not consistently denoted.
 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 Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner
at 202-
551-6548 with any questions.

 Sincerely,

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

CORRESP
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Bunker
Hill Mining Corp.

82
Richmond Street East

Toronto,
Ontario, Canada M5C 1P1

April
30, 2024

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attention:
Liz Packebusch, Esq.

    Re:
    Bunker
    Hill Mining Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-278701

Dear
Ms. Packebusch:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Bunker Hill Mining Corp. hereby requests that the effective date
of the above-referenced registration statement be accelerated so that the same will become effective at 12:00 p.m. Eastern Time on Thursday,
May 2, 2024, or as soon thereafter as is practicable.

Please
advise Edward Shaoul of Davis Graham & Stubbs LLP at (303) 892-7262 when the order declaring the above-referenced registration statement
effective is signed.

    Very
    truly yours,

    BUNKER
    HILL MINING CORP.

    By:

    /s/
    Gerbrand van Heerden

    Name:

    Gerbrand
    van Heerden

    Title:

    Chief
    Financial Officer and

    Corporate
    Secretary

United States securities and exchange commission logo
April 24, 2024
Gerbrand van Heerden
Chief Financial Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, Ontario
Canada M5C 1P1
Re:Bunker Hill Mining Corp.
Registration Statement on Form S-1
Filed April 15, 2024
File No. 333-278701
Dear Gerbrand van Heerden:
            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 Liz Packebusch, Staff Attorney, at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Joseph P. Galda

United States securities and exchange commission logo
January 3, 2024
Gerbrand Van Heerden
Chief Financial Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, Ontario M5C 1P1
Canada
Re:Bunker Hill Mining Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 333-150028
Dear Gerbrand Van Heerden:
            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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    Edward
    R. Shaoul

    303.892.7262

    edward.shaoul@dgslaw.com

December
22, 2023

Via
EDGAR

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Craig Arakawa, John Coleman and Myra Moosariparambil

 Re: Bunker
                                            Hill Mining Corp.

    Form
                                            10-K for Fiscal Year Ended December 31, 2022

    Filed
                                            April 17, 2023

    File
                                            No. 333-150028

Dear
Messrs. Arakawa and Coleman and Ms. Moosariparambil:

On
behalf of Bunker Hill Mining Corp. (the “Company”), set forth below is the response of the Company to the comments
received by the staff (the “Staff”) of the Securities and Exchange Commission contained in the letter dated December
15, 2023 (the “Comment Letter”) regarding the above-referenced annual report on Form 10-K for the fiscal year ended
December 31, 2023 (the “10-K”). In connection therewith, the Company has filed via EDGAR Amendment No. 1 to Annual
Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Amended 10-K”), which incorporates the changes
made in response to the Comment Letter.

For
ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.

Item
2. Property, page 21

1. Please
                                            disclose a property map as required by Item 1304(b)(1)(i) of Regulation S-K.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K under “Property
Map of Bunker Hill Mine Land Ownership” on or around page 21.

2. Please
                                            disclose the point of reference associated with the calculation of your mineral resources
                                            as required by Item 1304 (d)(1) of Regulation S-K.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K in Footnote 9 to Table
1-1 on or around page 23.

Davis
Graham & Stubbs LLP ■ 1550 17th Street, Suite
500 ■ Denver, CO 80202 ■ 303.892.9400 ■ fax 303.893.1379 ■ dgslaw.com

U.S. Securities and Exchange Commission

December 22, 2023

Page 2

3. Please
                                            revise to include Item 1305 of Regulation S-K, regarding internal control disclosure.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K under “Quality
Assurance/Quality Control” on or around page 22.

Item
9A. Controls and Procedures, page 68

4. Please
                                            revise management’s report to identify the framework that you used to evaluate the
                                            effectiveness of your internal control over financial reporting. To the extent you utilized
                                            the criteria established in Internal Control – Integrated Framework issued by the Committee
                                            of Sponsoring Organizations of the Treadway Commission, please ensure that your disclosure
                                            specifies that you used the updated framework issued in 2013, if true. Please refer to Item
                                            308(a)(2) of Regulation S-K.

Response:
The Company has revised the disclosure in response to the Staff’s comment. Please see the Amended 10-K under “Internal
Control Over Financing Reporting” on or around page 68.

Item
15. Exhibits, Financial Statement Schedules, page 77

5. Please
                                            amend your filing to provide revised Section 906 certifications that refer to the correct
                                            fiscal year end of December 31, 2022. In doing so, please refile the Form 10-K in its entirety,
                                            along with updated certifications that are currently dated and refer to the Form 10-K/A.

Response:
The Company has revised the Section 906 certifications in response to the Staff’s comment. Please see Exhibits 32.3 and 32.4 to
the Amended 10-K.

Exhibit
96.1, page 77

6. We
                                            note your disclosure in the adjacent property section of your technical report summary that
                                            includes mineral resources for the Crescent Silver property. Please revise subsequent technical
                                            reports to remove mineral resources or reserves that have not been prepared under S-K 1300
                                            definitions and requirements.

Response:
The Company acknowledges the Staff’s comment and will ensure that subsequent technical reports required by Item 1300 of Regulation
S-K exclude mineral resources or reserves (including from the Crescent Silver property) that have not been prepared under S-K 1300 definitions
and requirements.

****

U.S. Securities and Exchange Commission

December 22, 2023

Page 3

We
have endeavored to provide you with everything requested. Should you have additional questions or comments, please contact the undersigned
at (303) 892-7262.

    Sincerely,

    /s/
    Edward R. Shaoul

    Edward
    R. Shaoul

           for

    Davis
    Graham & Stubbs LLP

Enclosure

  cc:
  Gerbrand Van Heerden, Bunker Hill Mining Corp.

United States securities and exchange commission logo
December 15, 2023
Gerbrand Van Heerden
Chief Financial Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, Ontario M5C 1P1
Canada
Re:Bunker Hill Mining Corp.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 333-150028
Dear Gerbrand Van Heerden:
            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 Fiscal Year Ended December 31, 2022
Item 2. Properties, page 21
1.Please disclose a property map as required by Item 1304 (b)(1)(i) of Regulation S-K.
2.Please disclose the point of reference associated with the calculation of your mineral
resources as required by Item 1304 (d)(1) of Regulation S-K.
3.Please revise to include Item 1305 of Regulation S-K, regarding internal control
disclosure.
Item 9A. Controls and Procedures, page 68
4.Please revise management’s report to identify the framework that you used to evaluate the
effectiveness of your internal control over financial reporting. To the extent you utilized
the criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, please ensure
that your disclosure specifies that you used the updated framework issued in 2013, if

 FirstName LastNameGerbrand Van Heerden
 Comapany NameBunker Hill Mining Corp.
 December 15, 2023 Page 2
 FirstName LastName
Gerbrand Van Heerden
Bunker Hill Mining Corp.
December 15, 2023
Page 2
true. Please refer to Item 308(a)(2) of Regulation S-K.
Item 15. Exhibits, Financial Statement Schedules, page 77
5.Please amend your filing to provide revised Section 906 certifications that refer to the
correct fiscal year end of December 31, 2022. In doing so, please refile the Form 10-K in
its entirety, along with updated certifications that are currently dated and refer to the Form
10-K/A.
Exhibit 96.1, page 77
6.We note your disclosure in the adjacent property section of your technical report summary
that includes mineral resources for the Crescent Silver property. Please revise subsequent
technical reports to remove mineral resources or reserves that have not been prepared
under S-K 1300 definitions and requirements.
            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 if you have questions regarding the
engineering comments. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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Bunker
Hill Mining Corp.

82
Richmond Street East

Toronto,
Ontario, Canada M5C 1P1

  July 7, 2023

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attention:
Anuja A. Majmudar, Esq.

 Re: Bunker
                                            Hill Mining Corp.

    Registration
Statement on Form S-1

    File
No. 333-272589

Dear
Ms. Majmudar:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Bunker Hill Mining Corp. hereby requests that the effective date
of the above-referenced registration statement be accelerated so that the same will become effective at 12:00 p.m. Eastern Time on Tuesday,
July 11, 2023, or as soon thereafter as is practicable.

Please
advise Edward Shaoul of Davis Graham & Stubbs LLP at (303) 892-7262 when the order declaring the above-referenced registration statement
effective is signed.

    Very truly yours,

    BUNKER HILL MINING CORP.

    By:

    /s/
    David Wiens

    Name:

    David
    Wiens

    Title:
    Chief Financial Officer and

    Corporate
Secretary

CORRESP
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    Edward
    R. Shaoul

    303.892.7262

    edward.shaoul@dgslaw.com

July
3, 2023

Via
EDGAR and E-mail

Ms.
Anuja A. Majmudar

Attorney-Adviser

Division
of Corporation Finance

Office
of Energy & Transportation

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

E-mail:
majmudara@sec.gov

 Re: Bunker
                                            Hill Mining Corp.

                                            Registration Statement on Form S-1

                                            Filed June 12, 2023

                                            File No. 333-272589

Dear
Ms. Majmudar:

On
behalf of Bunker Hill Mining Corp. (the “Company”), set forth below is the response of the Company to the comments
received by the staff (the “Staff”) of the Securities and Exchange Commission contained in the letter dated June 29,
2023 (the “Comment Letter”) regarding the above-referenced Registration Statement on Form S-1 (the “S-1”).
In connection therewith, the Company has filed via EDGAR Pre-effective Amendment No. 1 to Registration Statement on Form S-1 (the “Amended
S-1”), which incorporates the changes made in response to the Comment Letter, as well as certain other updated information.

For
ease of reference, the text of the Staff’s comment is reproduced in bold-face type below, followed by the Company’s response.
For the Staff’s convenience, we have included with this letter a “redlined” copy of the Amended S-1 showing all changes
to the filing since the filing of the S-1.

Ms. Anuja A. Majmudar

U.S. Securities and Exchange Commission

July 3, 2023

Page 2

Cover
Page

1. We
                                            note you disclose that in the event this registration statement is not declared effective
                                            on or before 5:00 p.m. on July 27, 2023, each unexercised Special Warrant will be deemed
                                            exercised on the Automatic Exercise Date into 1.2 Units. Please expand to discuss this penalty
                                            provision in greater detail and clarify whether each unexercised Special Warrant will be
                                            deemed to be exercised into 1.2 Units instead of 1.0 Units, with each unit being comprised
                                            of 1.2 common shares and 1.2 common stock purchase warrants, or whether each holder of Special
                                            Warrants will acquire an additional unit per unexercised Special Warrant and such additional
                                            unit will be comprised of 1.2 common shares and 1.2 common stock purchase warrants. In that
                                            regard, we note that the disclosure in this registration statement and Section 3(b) of Exhibit
                                            10.11 does not appear consistent with Section 4.1 of Exhibit 10.12. In addition, please ensure
                                            you address the treatment of fractional units and any obligations to register additional
                                            shares in connection with the penalty provision.

  Response:
The Company has revised the disclosure in response to the Staff’s comment. The Company acknowledges that the penalty provision
in the Subscription Agreement for Special Warrant Financing is not described in precisely the same manner as such provision is described
in the Special Warrant Indenture, which governs the terms and conditions of the special warrants. The cover page has been revised to
describe the penalty provision in greater detail, including with respect to the mechanics of the penalty provision, the treatment of
fractional units, and the Company’s obligation to register any additional shares in connection with the penalty provision. Please
see the cover page of the “redlined” copy of the Amended S-1.

General

2. Please
                                            revise to include your unaudited interim financial statements as of and for the three months
                                            ended March 31, 2023 and 2022 in accordance with Rule 8-08 of Regulation S-X.

  Response:
The Company has revised the disclosure in response to the Staff’s comment. The Company has included in the Amended S-1 the unaudited
interim financial statements as of for the three months ended March 31, 2023 and 2022. Please see pages F-33 to F-53 of the “redlined”
copy of the Amended S-1.

3. We
                                            note Exhibit 107 indicates that you intend for this registration statement to include a combined
                                            prospectus that also relates to your earlier registration statement on Form S-1, File No.
                                            333-264602. If you intend to use a combined prospectus under Securities Act Rule 429 for
                                            both filings, please revise your registration statement to identify the earlier registration
                                            statement to which the combined prospectus relates by setting forth the file number at the
                                            bottom of the facing page and include all of the information required relating to all offerings
                                            covered by the registration statement. Please also provide an explanatory note explaining
                                            that you are relying on Rule 429 to combine prospectuses, and state the number of shares
                                            that were previously registered but unsold and the number of shares that are being registered
                                            for resale for the first time in this registration statement.

  Response:
The Company has revised the filing fee table in response to the Staff’s comment. The Company has elected not to use under Securities
Act Rule 429 a combined prospectus that relates to an earlier registration statement. Please see Exhibit 107 of the “redlined”
copy of the Amended S-1.

****

Ms. Anuja A. Majmudar

U.S. Securities and Exchange Commission

July 3, 2023

Page 3

As
we discussed, in light of the limited number of comments from the Staff and the responses provided hereby, we respectfully request expedited
review so that we may go effective prior July 27, 2023 to avoid the penalty provisions of the special warrants.

Should
you have additional questions or comments, please contact the undersigned at (303) 892-7262.

  Sincerely,

  /s/
Edward R. Shaoul

  Edward
R. Shaoul

  for

  Davis
Graham & Stubbs LLP

  Enclosure

  cc:
  David Wiens, Bunker Hill Mining Corp.

United States securities and exchange commission logo
June 29, 2023
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, Ontario, Canada M5C 1P1
Re:Bunker Hill Mining Corp.
Registration Statement on Form S-1
Filed June 12, 2023
File No. 333-272589
Dear Sam Ash:
            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-1 filed June 12, 2023
Cover Page
1.We note you disclose that in the event this registration statement is not declared effective
on or before 5:00 p.m. on July 27, 2023, each unexercised Special Warrant will be deemed
exercised on the Automatic Exercise Date into 1.2 Units.  Please expand to discuss this
penalty provision in greater detail and clarify whether each unexercised Special Warrant
will be deemed to be exercised into 1.2 Units instead of 1.0 Units, with each unit being
comprised of 1.2 common shares and 1.2 common stock purchase warrants, or whether
each holder of Special Warrants will acquire an additional unit per unexercised Special
Warrant and such additional unit will be comprised of 1.2 common shares and 1.2
common stock purchase warrants.  In that regard, we note that the disclosure in this
registration statement and Section 3(b) of Exhibit 10.11 does not appear consistent with

 FirstName LastNameSam Ash
 Comapany NameBunker Hill Mining Corp.
 June 29, 2023 Page 2
 FirstName LastName
Sam Ash
Bunker Hill Mining Corp.
June 29, 2023
Page 2
Section 4.1 of Exhibit 10.12. In addition, please ensure you address the treatment of
fractional units and any obligations to register additional shares in connection with the
penalty provision.
General
2.Please revise to include your unaudited interim financial statements as of and for the three
months ended March 31, 2023 and 2022 in accordance with Rule 8-08 of Regulation S-X.
3.We note Exhibit 107 indicates that you intend for this registration statement to include a
combined prospectus that also relates to your earlier registration statement on Form S-1,
File No. 333-264602. If you intend to use a combined prospectus under Securities Act
Rule 429 for both filings, please revise your registration statement to identify the earlier
registration statement to which the combined prospectus relates by setting forth the file
number at the bottom of the facing page and include all of the information required
relating to all offerings covered by the registration statement. Please also provide
an explanatory note explaining that you are relying on Rule 429 to combine prospectuses,
and state the number of shares that were previously registered but unsold and the number
of shares that are being registered for resale for the first time in this 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.
            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 Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Edward Shaoul, Esq.

CORRESP
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filename1.htm

J.P.
Galda & Co.

Attorneys-at-Law

40
Montgomery Avenue, LTW 220

Ardmore,
Pennsylvania 19003

Telephone
(215) 815-1534

May
25, 2022

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:

    Karina
    Dorin, Staff Attorney

    Cheryl
    Brown, Law Clerk

Re:
Bunker Hill Mining Corp.

Registration
Statement on Form S-1

File
Number 333-264602

Mesdames
Dorin and Brown:

Today
Bunker Hill Mining Corp. (the “Company”) has filed Amendment No. 2 to its Registration Statement on Form S-1 to respond to
the staff’s letter of comments dated May 24, 2022 (the “Comment Letter”) as further discussed by telephone with Ms.
Dorin. The numbered paragraph below corresponds to the numbered comment in the Comment Letter.

 1. The
                                            following is an explanation of the securities offered by the prospectus:

    Securities
    Offered

    Consists
    Of

    2,853,465
    Common Shares Issued in Private Placement Transactions

    ●                                                                                                                           1,471,664 Common Shares issued as part of the non-brokered offering simultaneous with the Special Warrant transaction

    ●
        1,381,801 Common Shares newly registered, issued to service contractors

    41,634,258
    Common Shares Issuable Pursuant to Special Warrants (including 3,784,933 Common Shares Issuable under Certain Penalty Provisions of the Special Warrants

    The
    underlying Common Shares which will be issued upon the Qualification Event (as defined in the prospectus)

    41,634,258
    Common Shares Issuable Upon Exercise of Common Stock Purchase Warrant Component of the Special Warrants (including 3,784,933 Common
    Shares Issuable Upon Exercise of Common Stock Purchase Warrants under Certain Penalty Provisions of the Special Warrants)

    The
    Common Shares that may be issued upon exercise of the warrant component of the Special Warrants

    115,109,332
Common Shares Issuable Pursuant to Common Share Purchase Warrants issued in Private Placement Transactions

    ●
                                                                                                                            1,471,664 shares that may be issued upon exercise of the warrant component in the non-brokered offering-newly registered

    ●
   113,637,668 shares that may be issued upon exercise of previously registered warrants

The
Exhibit 107 has correspondingly been revised..

As
we discussed, in light of the limited number of comments and the responses provided hereby we respectfully request expedited review so
that we may go effective prior to the end of the week so we can avoid the penalty provisions of the special warrants.

Please
call or email with any further questions or comments.

    Very truly yours,

    /s/ Joseph P. Galda

CORRESP
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Bunker
Hill Mining Corp.

82
Richmond St. East

Toronto,
Ontario M5C 1P1

May
25, 2022

Via
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attention:
Cheryl Brown

Re:
Bunker Hill Mining Corp.

Registration
Statement on Form S-1

Commission
File No. 333-264602

Ms.
Brown:

On
behalf of Bunker Hill Mining Corp., I hereby request that the Commission declare effective the above-captioned registration statement
at 4:00pm on May 27, 2022, or as soon thereafter as practicable. Please call or email our counsel, J.P. Galda, with any further questions
or comments.

    Very
    truly yours,

    Bunker
    Hill Mining Corp.

    /s/
    David Wiens

    Chief
    Financial Officer & Corporate Secretary

United States securities and exchange commission logo
May 24, 2022
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto ON M5C 1P1
Canada
Re:Bunker Hill Mining Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 23, 2022
File No. 333-264602
Dear Mr. Ash:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our May 11, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 23, 2022
General
1.We note that in response to prior comment 1 you have revised your registration statement
cover page, prospectus cover page and legal opinion filed as Exhibit 5.1 to reflect that you
are registering 86,121,981 common shares and that you intend for this registration
statement to include a combined prospectus pursuant to Rule 429 that also includes
115,109,332 common shares issuable upon exercise of warrants that were previously
registered and remain unsold. However, your disclosure on page 11 indicates that this
prospectus includes 87,593,645 shares of common stock being registered and 113,637,668
common shares previously registered that remain unsold.  In addition, your tabular

 FirstName LastNameSam Ash
 Comapany NameBunker Hill Mining Corp.
 May 24, 2022 Page 2
 FirstName LastName
Sam Ash
Bunker Hill Mining Corp.
May 24, 2022
Page 2
disclosure in Exhibit 107 reflects that you are registering 105,250,274 common shares and
that this registration statement includes 125,272,326 common shares previously registered
that remain unsold.  Please advise or revise.
            You may contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       J.P. Galda

CORRESP
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J.P.
Galda & Co.

Attorneys-at-Law

40
Montgomery Avenue, LTW 220

Ardmore,
Pennsylvania 19003

Telephone
(215) 815-1534

  May 23,
  2022

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:

    Karina
    Dorin, Staff Attorney

    Cheryl
    Brown, Law Clerk

Re:
Bunker Hill Mining Corp.

Registration
Statement on Form S-1

File
Number 333-264602

Mesdames
Dorin and Brown:

Today
Bunker Hill Mining Corp. (the “Company”) has filed Amendment No. 1 to its Registration Statement on Form S-1 to respond to
the staff’s letter of comments dated May 11, 2022 (the “Comment Letter”). The numbered paragraph below corresponds
to the numbered comment in the Comment Letter.

1. The
cover page has been revised to more clearly describe the securities being offered and all prior inconsistences have been revised to reconcile
these numbers throughout. Please note that the legal opinion has been revised to conform to this presentation and for ease of reference
covers all of the offered securities, including those previously registered and covered by Rule 429. Also note that the number of previously
registered common shares has been revised to reflect that a substantial number of these securities have been previously sold.

In
response to the Staff’s oral comment, the fee table filed as Exhibit 107 has been redone to conform to the required presentation.

As
we discussed, in light of the limited number of comments and the responses provided hereby we respectfully request expedited review so
that we may go effective prior to the end of the week so we can avoid the penalty provisions of the special warrants.

Please
call or email with any further questions or comments.

    Very
    truly yours,

    /s/
    Joseph P. Galda

United States securities and exchange commission logo
May 11, 2022
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto ON M5C 1P1
Canada
Re:Bunker Hill Mining Corp.
Registration Statement on Form S-1
Filed May 2, 2022
File No. 333-264602
Dear Mr. Ash:
            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-1 filed May 2, 2022
Cover Page
1.Please revise your registration statement to clarify the securities you are registering. For
example, if you intend for this registration statement to include a combined prospectus
that also relates to an earlier registration statement pursuant to Rule 429, please provide
disclosure that both states this explicitly and identifies such earlier registration statement
as well as the amount of securities previously registered but unsold. Please also revise
your registration statement to consistently describe the number of securities being offered.
In this regard, we note the disclosure on your prospectus cover page that you are offering
48,874,228 common shares, 37,849,325 common shares issuable pursuant to special
warrants and 164,593,324 common shares issuable pursuant to common share purchase

 FirstName LastNameSam Ash
 Comapany NameBunker Hill Mining Corp.
 May 11, 2022 Page 2
 FirstName LastName
Sam Ash
Bunker Hill Mining Corp.
May 11, 2022
Page 2
warrants is inconsistent with your disclosure under Summary of the Offering on page 11
and with your tabular disclosure in Exhibit 107.  Please reconcile these disclosures.
            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 Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       J.P. Galda

CORRESP
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J.P.
Galda & Co.

Attorneys-at-Law

40
East Montgomery Avenue, LTW 220

Ardmore,
Pennsylvania 19003

Telephone
(215) 815-1534

May
11, 2022

Via
EDGAR

Kevin
Dougherty

Office
of Natural Resources

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Bunker
Hill Mining Corp.

                                                         Registration
Statement on Form S-1

                                                         Submitted
May 2, 2022

                                                         File No. 333-264602

Dear
Mr. Dougherty:

I
received a telephone call yesterday from Cheryl Brown informing me that the above-captioned Registration Statement would be receiving
a targeted review. As you will note from the filing, under the terms of the special warrants, the Company will be subject to a 10% penalty
if the registration statement is not declared effective by May 24, 2022. It will be our intention to file an amendment immediately after
the filing of the Form 10-Q on Monday to include the first quarter financial statements. If you could get back to me on the 429 disclosure
before then it can also be addressed in the filing. We would greatly appreciate it if you could expedite the review so that the Company
can avoid the added dilution from the penalty. Please note that the special warrants were offered outside of the United States, the principal
market for the shares is on the Canadian Stock Exchange, the Company is clearing a prospectus in Canada simultaneously and we expect
the Canadian securities regulators will be accommodating our timetable. Any assistance you could provide will be appreciated.

    Very
    truly yours,

    J.P.
    Galda & Co.

    By:

    Joseph
    P. Galda

CORRESP
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Bunker
Hill Mining Corp.

82
Richmond St. East

Toronto,
Ontario M5C 1P1

    February
    9, 2022

Via
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

Attention:
Cheryl Brown

Re:
Bunker Hill Mining Corp.

Registration
Statement on Form S-1

Commission
File No. 333-261259

Ms.
Brown:

On
behalf of Bunker Hill Mining Corp. (the “Company”), I hereby request that the Commission declare effective the above-captioned
registration statement at 4:00pm on February 11, 2022, or as soon thereafter as practicable. Please call or email our counsel, J.P. Galda,
with any further questions or comments.

    Very
    truly yours,

    Bunker
    Hill Mining Corp.

    /s/
    David Wiens

    Chief
    Financial Officer & Corporate Secretary

cc: Cheryl Brown, Law Clerk

      Karina Dorin, Staff Attorney

CORRESP
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J.P.
Galda & Co.

Attorneys-at-Law

40
Montgomery Avenue, LTW 220

Ardmore,
Pennsylvania 19003

Telephone
(215) 815-1534

February
4, 2022

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:

    Cheryl
    Brown, Law Clerk

    Karina
    Dorin, Staff Attorney

Re:
Bunker Hill Mining Corp.

Registration
Statement on Form S-1

File
Number 333-261259

Mesdames
Brown and Dorin:

Today
Bunker Hill Mining Corp. (the “Company”) has filed Amendment No. 2 to its Registration Statement on Form S-1 to respond to
the staff’s letter of comments dated January 12, 2022 (the “Comment Letter”). The numbered paragraphs below correspond
to the numbered comments in the Comment Letter.

1. The executive compensation disclosure has been amended to include all required information for the fiscal year ended 2021.

2. Currently dated consents are included in this filing.

In
addition, in response to oral comments received the number of warrants has been revised to remove a typographical error and now appears
consistently throughout the document. In addition, the description of securities section which was inadvertently omitted has been reinserted.

In
light of the limited number of comments and the responses provided hereby we respectfully request expedited review so that we may go
effective by the end of next week before the financial statements goes stale.

Please
call or email with any further questions or comments.

    Very
    truly yours,

    /s/
    Joseph P. Galda

United States securities and exchange commission logo
January 12, 2022
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, ON M5C 1P1
Canada
Re:Bunker Hill Mining Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 4, 2022
File No. 333-261259
Dear Mr. Ash:
            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.
Amendment No. 1 to Registration Statement on Form S-1
Executive Compensation, page 45
1.Please update your executive compensation information for the most recently completed
fiscal year ended December 31, 2021.
Exhibits
2.Please refile Exhibits 23.3 and 23.5 to include currently dated consents.

 FirstName LastNameSam Ash
 Comapany NameBunker Hill Mining Corp.
 January 12, 2022 Page 2
 FirstName LastName
Sam Ash
Bunker Hill Mining Corp.
January 12, 2022
Page 2
            Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Joseph P. Galda

CORRESP
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J.P.
Galda & Co.

Attorneys-at-Law

40
East Montgomery Avenue, LTW 220

Ardmore,
Pennsylvania 19003

Telephone
(215) 815-1534

January
3, 2022

VIA
EDGAR

US
Securities and Exchange Commission

Division
of Corporate Finance

Office
of Healthcare & Insurance

100
F Street, N.E.

Washington,
DC 20549-4561

Attention:
Ms. Cheryl Brown and Ms. Karina Dorin

    Re:
    Bunker Hill Mining Corp.

    Registration Statement on Form S-1

    Filed Novemer 22, 2021

    File No. 333-261259

Dear
Ms. Brown and Ms. Dorin:

On
behalf of Bunker Hill Mining Corp. (the “Company”) and in response to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) to the Company’s Registration Statement filed on
November 22, 2021 (the “Registration Statement”) contained in your letter dated December 3, 2021 (the “Comment Letter”),
the Company is filing an amendment to the Registration Statement (“Amendment No. 1”) on the date hereof.

For
your convenience, our responses are numbered to reference the corresponding numbered comment in the Comment Letter.

1.
We have corrected the previously inconsistent references to the number of shares being sold and have included on the outaide cover page
of the Registration Statement.

2.
We have eliminated the incorporation by reference and provided full disclosure throughout.

3.
The opinion letter filed as Exhibit 5.1 has been corrected.

We
trust that the amended Registration Statement is fully responsive to the Staff’s comments. We would appreciate confirmation or
additional comments at your earliest convenience..

    Sincerely,

    J.P. Galda

United States securities and exchange commission logo
December 3, 2021
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, ON M5C 1P1
Canada
Re:Bunker Hill Mining Corp.
Registration Statement on Form S-1
Filed November 22, 2021
File No. 333-261259
Dear Mr. Ash:
            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-1 Filed November 22, 2021
General, page 1
1.We note you disclose that you intend for this registration statement to include a combined
prospectus that also relates to your earlier registration statement on Form S-1, File No.
333-249682. Please disclose the amount of unsold securities that were previously the
subject of the earlier Form S-1 and revise your registration statement to consistently
describe the number of securities being offered by the selling shareholders. In that regard,
we note the disclosure on your prospectus cover page that you are offering for resale
11,462,229 common shares and 99,017,713 common shares issuable pursuant to common
shares purchase warrants is inconsistent with your disclosure under Summary of the
Offering on page 9 and Selling Shareholders and Beneficial Owners on page 23.

 FirstName LastNameSam Ash
 Comapany NameBunker Hill Mining Corp.
 December 3, 2021 Page 2
 FirstName LastName
Sam Ash
Bunker Hill Mining Corp.
December 3, 2021
Page 2
Information Incorporated by Reference, page 43
2.Please tell us why you are eligible to incorporate by reference. It appears that you are a
registrant for an offering of penny stock. Please refer to General Instruction VII.D.1(c) of
Form S-1. Alternatively, revise your reference to incorporation by reference and provide
all required disclosure within the prospectus.
Exhibits
3.We note the legal opinion filed as Exhibit 5.1 opines that 20,345,080 shares of common
stock covered by the registration statement will be duly authorized, validly issued, fully
paid and non-assessable.  Please file a revised legal opinion that opines that the securities
issued to the selling shareholders are duly authorized, validly issued, fully paid and non-
assessable.
            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.
            You may contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina Dorin, Staff
Attorney, at (202)551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Joseph P. Galda

CORRESP
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Bunker
Hill Mining Corp.

82
Richmond Street East

Toronto,
Ontario M5C 1P1

    December
    28, 2020

Via
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:

    Timothy
    S. Levenberg

    Special
    Counsel

    Division
    of Corporation Finance

    Office
    of Energy & Transportation

    Re:
    Bunker
    Hill Mining Corp.

    Registration
    Statement on Form S-1

    Commission
    File No. 333-249682

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), Bunker Hill Mining Corp. (the “Company”)
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration
Statement, as then amended, will become effective under the Securities Act by 5:00 p.m., Eastern Standard Time, on December 28,
2020, or as soon thereafter as practicable.

In
connection with the foregoing request, the Company hereby acknowledges that:

    ●
    should
    the Commission or the staff of the Commission (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 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.

    1

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s
counsel, J.P. Galda, at 215-815-1534, and then send written confirmation to the addressees listed on the cover of the Registration
Statement.

    Bunker
    Hill Mining Corp.

    By:
    /s/
    Wayne Parsons

    Chief
    Financial Officer

    2

CORRESP
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J.P.
Galda & Co.

Attorneys-at-Law

40
East Montgomery Avenue, LTW 200

Ardmore,
PA 19003

Telephone
(215) 815-1534

    December
    21, 2020

Via
EDGAR

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:

    Timothy
    S. Levenberg

    Special
    Counsel

    Division
    of Corporation Finance

    Office
    of Energy & Transportation

    Re:
    Bunker
    Hill Mining Corp.

    Registration
    Statement on Form S-1

    Commission
    File No. 333-249682

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), Bunker Hill Mining Corp. (the “Company”)
hereby requests that the effective date of the above referenced Registration Statement be accelerated so that the Registration
Statement, as then amended, will become effective under the Securities Act by 5:00 p.m., Eastern Standard Time, on December 28,
2020, or as soon thereafter as practicable.

In
connection with the foregoing request, the Company hereby acknowledges that:

    ●
    should
    the Commission or the staff of the Commission (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 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.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the undersigned at 215-815-1534,
and then send written confirmation to the addressees listed on the cover of the Registration Statement.

    J.P.
    Galda & Co.

    By:
    /s/
    Joseph P. Galda

      1

United States securities and exchange commission logo
November 2, 2020
Sam Ash
Chief Executive Officer
Bunker Hill Mining Corp.
82 Richmond Street East
Toronto, Ontario
Canada M5C 1P1
Re:Bunker Hill Mining Corp.
Registration Statement on Form S-1
Filed October 27, 2020
File No. 333-249682
Dear Mr. Ash:
            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 Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Joseph P. Galda, Esq.

CORRESP
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REQUEST FOR ACCELERATION

LIBERTY SILVER CORP.

181 Bay Street, Suite 2330, Brookfield Place, P.O. Box 848, Toronto, ON M5J 2T3 T. (888) 749-4619

March 1, 2013

John Reynolds

Assistant Director

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E., Stop 7010

Washington, D.C. 20549

Re:

Liberty Silver Corp.

Amendment No. 5 to Registration Statement on Form S-1

Filed March 1, 2013

File No. 333-184962

Dear Mr. Reynolds:

An amended registration statement on Form S-1 was filed on March 1, 2013 in response to your comments on February 28, 2013.  The amended registration statement included responses to each of your comments.   We believe we have now filed all appropriate amendments.

We represent and acknowledge 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 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.

Therefore, pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Company’s registration statement be accelerated, so that it will become effective at 2:00 p.m., Eastern Standard Time, on March 1, 2013, or as soon thereafter as practicable.

Sincerely yours,

Liberty Silver Corp.

/s/R. Geoffrey Browne

By: R. Geoffrey Browne,

Chief Executive Officer

March 1, 2013

Via E -mail
Geoff Browne
Chief Executive Officer
Liberty Silver Corp.
181 Bay Street, Suite 2330
Toronto, Ontario, Canada, M5J 3T3

Re: Liberty Silver Corp .
Form 10 -K for Fiscal Year Ended June 30, 2012
Filed September 28, 2012
Form 10 -Q for Quarterly Period Ended September 30, 2012
Filed October 25, 2012
Form 10 -Q for Quarterly Period Ended December 31, 2012
Filed February 14, 2013
  File No. 333 -150028

Dear Mr. Browne :

We have completed our review of your filings .  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 s and the company may not as sert 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 s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ John Reynolds

 John Reynolds
Assistant Director

February 2 8, 2013

Via E -mail
Geoff Browne
Chief Executive Officer
Liberty Silver Corp.
181 Bay Street, Suite 2330
Toronto, Ontario, Canada, M5J 3T3

Re: Liberty Silver Corp .
Amendment No. 3  to Registration Statement on Form S -1
Filed February 28, 2013
  File No. 333 -184962

Dear Mr. Browne :

We have reviewed your  amended  filing  and have the following comments.  In some of
our comments, we may ask you to provide us with information so  we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an ame ndment is appropriate, please tell us why in your
response.

With respect to the comments relating to your Exchange Act filings, p lease respond to
this letter within ten business days by amending your filing, by providing the requested
information, or by  advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

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

Part II

Item 15. Sales of Unregistered Securities, page 54

1. We have reviewed your response to comment three.   Your response does not appear to
include the common stock held by BG Capital Group, Ltd. and Lookb ack Investments,
Inc.  Please revise or advise.

Geoff Browne
Liberty Silver Corp.
February 28 , 2013
Page 2

Item 16. Exhibits, page 57

2. Please amend your registrati on statement to include an up dated consent from your
independent registered public accounting firm.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the applicable information the Securities Act of
1933, the Securities Exchange Act of 1934 , and the Securities  Act and the Exchange Act  rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they  are responsible for the accuracy and adequacy of the disclosures they
have made.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration state ment as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities spe cified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Brian McAllister, Staff Accountant, at (202) 551 -3341  or Craig
Arakawa, Senior Staff Accountant, at (202) 551 -3650 if you have questions regarding comments
on the financial statements and related matters.  Please contact John Coleman at (202) 551 -3333
if you have questions on engineering related matters.  Pl ease contact Erin Wilson  at (202) 551 -
6047  or me at (202) 551 -3795 with any other questions.

     Sincerely,

     /s/ John Reynolds

     John Reynolds
Assistant Director

cc (via e -mail): Gary Joiner , Esq.

February 2 7, 2013

Via E -mail
Geoff Browne
Chief Executive Officer
Liberty Silver Corp.
181 Bay Street, Suite 2330
Toronto, Ontario, Canada, M5J 3T3

Re: Liberty Silver Corp .
Amendment No. 2  to Registration Statement on Form S -1
Filed February 19, 2013
  File No. 333 -184962

Dear Mr. Browne :

We have reviewed your  amended  filing  and have the following comments.  In some of
our comments, we may ask you to provide us with information so  we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an ame ndment is appropriate, please tell us why in your
response.

With respect to the comments relating to your Exchange Act filings, p lease respond to
this letter within ten business days by amending your filing, by providing the requested
information, or by  advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

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

Audited Financial Statements for the years ended June 30, 2012 and 2011

Note 11 - Restatement, page F -27

1. We note your tabular disclosure of the r estatement to your financial statements indicates
that you previously reported $288,755 of “operation and administration expense” for the
year ended June 30, 2011.  However, we note you disclose an amount of $575,505 under
this label in the audited financi al statements included in your Form S -1/A1 filed on

Geoff Browne
Liberty Silver Corp.
February 27 , 2013
Page 2

 January 24, 2013.  Please amend your table to reflect the amounts previously reported in
your financial statements.

2. Please amend your Form 10 -K for the year ended June 30, 2012 and Forms 10 -Q for the
quarters ended September 30, 2012 and December 31, 2012 to disclose the effects of the
restatement.

Part II

Sales of Unregistered Securities, page 54

3. We note the shares issued to Look Back Investments, Inc.  on page 56 and that Robert
Genovese has voting and disposition control of the shares.   We further note that,
according to Canada’s SEDI system, Robert Genovese is a 10% shareholder of the
company.   However, this does not appear to be reflected in prospectu s, including the
selling stockholder table on page 14 and the security ownership table on page 49, for
example.   Please revise your disclosure as appropriate  or advise .

We urge all persons who are responsible for the accuracy and adequacy of the disclosur e
in the filing s to be certain that the filing s include the applicable information the Securities Act of
1933, the Securities Exchange Act of 1934 , and the Securities  Act and the Exchange Act  rules
require.   Since the company and its management are in poss ession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

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 to 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.

Geoff Browne
Liberty Silver Corp.
February 27 , 2013
Page 3

 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 responsibili ties 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 t o the requested effective date of the
registration statement.

You may contact Brian McAllister, Staff Accountant, at (202) 551 -3476 or Craig
Arakawa, Senior Staff Accountant, at (202) 551 -3650 if you have questions regarding comments
on the financial statements and related matters.  Please contact John Coleman at (20 2) 551 -3333
if you have questions on engineering related matters.  Please contact Erin Wilson  at (202) 551 -
6047  or me at (202) 551 -3795 with any other questions.

     Sincerely,

     /s/ John Reynolds

     John Reynolds
Assistant Director

cc (via e -mail): Gary Joiner , Esq .

February 4 , 2013

Via E -mail
Geoff Browne
Chief Executive Officer
Liberty Silver Corp.
181 Bay Street, Suite 2330
Toronto, Ontario, Canada, M5J 3T3

Re: Liberty Silver Corp .
Amendment No. 1 to Registration Statement on Form S -1
Filed January 24, 2013
  File No. 333 -184962

Dear Mr. Browne :

We have reviewed your  amended  filing  and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

With respect to the comments relating to your Exchange Act filings, p lease respond to
this letter within ten business days by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any am endment to your filings and the information you provide in
response to these  comments, we may have  additional comments.

Prospectus cover page

1. We note the disclosure that your common stock is traded on the Grey Market.  We also
note the revised risk fac tor.  If true, please disclose that your common stock is not traded
on a U.S. securities market  and briefly explain the Grey Market.

Geoff Browne
Liberty Silver Corp.
February 4, 2013
Page 2

 Prospectus Summary, page  6
2. We note your revised disclosure in response to comment 3 of our letter dated December
10, 2012.  However, w e continue to  note your disclosure that you presently are engaged
in the development of resource properties.  Please revise your disclosure throughout your
prospectus .
Description of Business, page 19
Lease and Sublease  Agreement, page 2 6
3. We note your revised disclosure in response to comment 17 of our letter dated December
10, 2012.  Please further revise to disclose the steps you are taking, if any, in order to
monitor Renaissance’s compliance with the terms of the Lease and Sublease agre ement.
In this regard, we note that Renaissance’s rights in the Trinity Project are derived from
the Lease and Sublease agreement.
Management’s Discussion and Analysis of Financial Condition an d Results of Operations, page
33

Liquidit y and Capital Res ources, page 36

4. We note your revised disclosure in response to comment 24 of our letter dated December
10, 2012 and we partially reissue the comment.  Please revise to expand your disclosure
to include the current status, in this section, of the Earn -In Agreement.  For instance, we
note that you expect to incur the required $5,000,000 in exploration expenditures by
March 29, 2013, but it is unclear how much the company has incurred to date.  In
addition, p lease address the dilution risk relating to such fi nancing in your risk factor
disclosure.

Audited Financial Statements for the years ended June 30, 2012 and 2011

Statement of Cash Flows, page F -8

5. We note your response to comment 36 from our letter dated December 10, 2012 and see
that you have amended your statement of cash flows to reflect the settlement of the
$150,000 related party notes payable in your cash flows from operating activities.
Howe ver, your disclosures continue to indicate that the related party debt was settled
through the issuance of common shares rather than cash.  The statement of cash flows
should only report the cash effects of transactions during a period of an entity’s
opera tions. Please explain how your inclusion of a non -cash transaction complies with
the form and content provisions of FASB ASC Subsection 230 -10-45 or revise your
statement of cash flow accordingly.

Geoff Browne
Liberty Silver Corp.
February 4, 2013
Page 3

 Stock Warrants, page F -17

6. We note you expense the fair v alue of warrants issued in conjunction with shares of
common stock in your “Unit” offerings and that you reflect the warrant issuances as
equity transactions in additional paid in capital.  We also note that you allocate all of the
proceeds received from t hese offering to the common stock issued.  Please explain the
basis for your recognition of expense related to the fair value of the warrants and how
your accounting complies with the FASB ASC Section 815 -40.    If you are applying
derivative accounting, p lease explain why you have not recorded an asset or liability
related to these instruments on your balance sheet.
Exhibits
7. We continue to note that Exhibit 10.2 is missing attachments.  Please file this agreement
in its entirety with your next amendment.  See Item 601(b)(10) of Regulation S -K.

Exhibit 23.1

8. We note your response to comment 42 in our letter date December 10, 2012 and we
reissue the comment.  Please have the consent from your independent registered public
accounting firm revised to acknowled ge your reference the firm on page 46 as experts in
accounting and auditing.

Exhibit 99.1

9. We note your response to comment 43 from our letter dated December 10, 2012.
Additionally, we note that your disclosure indicates that your technical report may b e
found on your company website. Please provide disclosure to clarify if your technical
report is filed on the Sedar website and reviewed by the Canadian authorities.
Additionally, please provide disclosure indicating that mineralized materials defined in
your technical report are not recognized by the United States Securities and Exchange
Commission.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the applicable information the Securities Act of
1933, the Securities Exchange Act of 1934 , and the Securities  Act and the Exchange Act  rules
require.   Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the event you  request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Geoff Browne
Liberty Silver Corp.
February 4, 2013
Page 4

  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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation 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 Brian McA llister, Staff Accountant, at (202) 551 -3476 or Craig
Arakawa, Senior Staff Accountant, at (202) 551 -3650 if you have questions regarding comments
on the financial statements and related matters.  Please contact John Coleman at (202) 551 -3333
if you have q uestions on engineering related matters.  Please contact Erin Wilson  at (202) 551 -
6047  or me at (202) 551 -3795 with any other questions.

     Sincerely,

     /s/ John Reynolds

     John Reynolds
Assistant Director

cc (via e -mail): Gary Joiner , Esq.

December 10, 2012

Via E -mail
Geoff Browne
Chief Executive Officer
Liberty Silver Corp.
181 Bay Street, Suite 2330
Toronto, Ontario, Canada, M5J 3T3

Re: Liberty Silver Corp .
Registration Statement on Form S -1
Filed November 15, 2012
  File No. 333 -1849 62
Form 10 -K for Fiscal Year Ended
June 30, 2012
Filed September 28, 2012
File No. 333 -150028

Dear Mr. Browne :

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we ma y better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment  is appropriate, please tell us why in your
response.

With respect to the comments relating to your Exchange Act filings, p lease respond to
this letter within ten business days by amending your filing, by providing the requested
information, or by advis ing 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 fili ngs and the information you provide in
response to these  comments, we may have  additional comments.
Registration Statement Cover Page
1. Please tell us how you determined that the registration fee had been previously paid.  It
appears the fees paid for you r prior registration statements were for lesser amounts.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 2

 Prospectus Cover Page
2. We note your disclosure that you are an emerging growth company.  Please tell us how
you determined that you are an emerging growth company, given you appear to have sold
commo n stock pursuant to an effective registration statement prior to December 8, 2011.
Refer to section 101(d) of the Jumpstart Our Business Startups Act.
Prospectus Summary, page 7
3. We note your disclosure in the summary that you are engaged in the developmen t of
resource properties and your references to being in the developm ent stage in your risk
factor disclosure  on page  9.  Please revise your disclosure here and throughout your
prospectus to reflect clearly that you are an exploration stage company and hav e not yet
begun development stage activities.
4. The term resource is not a term recognized by the United States Securities and Exchange
Commission  under Industry Guide 7 for US incorporated filers .  Please revise to remove
the use of this  term throughout y our filing.  You may wish to consider a term such as
mineralized material.
Selling Stockholders, page 13
5. Please tell us whether any of the selling stockholders who is not an individual is a broker
dealer or an affiliate of a broker dealer.
Risk Factors,  page 8
6. Please address in your risk factor disclosure the  risks relating to your Exploration Earn -In
Agreement dated March 29, 2010  with Renaissance Gold Inc. being subject to the terms
of the lease and sublease agreement between Renaissance and Newmont Mi ning USA
Limited , including, for example, the risk that Newmont may exercise its joint venture
rights under that agreement .
Rights to mineral claims and leases involve uncertainties, page 10
7. Please expand this risk factor to address the fact that many of the mining claims and land
relating to the Trinity Project are held by third parties over whom you appear to have no
control, or advise us how you have control over those claims and land .
8. Please clarify later in the prospectus the  steps you have taken to verify and protect your
claims and interests in the Trinity Project.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 3

 Risks Related to the Common Stock, page 11
9. We note the fluctuations in your stock price over the past twelve months.  Please expand
your risk factor disclosure to address the potential vo latility of the price of your common
stock.
10. Please explain the statement that your securities have been “approved” for trading on the
Grey Market, or revise.   Please add a separate risk factor to briefly explain the Grey
Market and disclose the material  risk to investors.
Plan of Distribution,  page 15
11. Please address, in this section, the requirements of the penny stock rules under the
Securities Exchange Act 1934 in connection with the distribution of your securities.
Description of Business, page 18
Government Regulation and Approval, page 19
12. Please expand your disclosure in this section to provide a clear description of the effect of
material government regulations on your exploration and development activities
including material Bureau of Land Managem ent and Nevada Division of Minerals
requirements .
Properties, page 20
Trinity Project , page 20
13. 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 p roperty and a
description of any infrastructure located on your property.
14. Please disclose the specific annual payments required to maintain your BLM claims in
good standing and the responsible party for making such payments.
15. Please expand your disclosure t o include the specifics of your future exploration work
including the phases or stages of the exploration work, the specific work that will be
performed, and the costs associated with this work.
Trinity Project Agreements, page 24
16. Please disclose  the legal  basis for your belief that the terms of the Exploration Earn -In
Agreement are enforceable by you against Renaissance Gold Inc., given it appears that
Renaissance i s not a party to that agreement and it appears you are not a party to any
assignment of that  agreement to Renaissance.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 4

 Lease and Sublease  Agreement, page 2 4
17. Please clarify whether Renaissance has complied with the terms of the Lease and
Sublease agreement to date including the expenditure of $2,000,000 on or before the
seventh anniversary of the  lease.
Ownership Interest – Earn -In Agreement, page 25
18. Please provide a complete description of the  material terms of the Exploration Earn -In
Agreement, not just a summary of some of the material terms as you state in the first
paragraph.
19. We note your d isclosure at page 25 relating to your Earn -In Agreement with AuEx, Inc.
indicating that you must expend a minimum of $5,000,000 in exploration expenditures
with stipulated minimum expenditure amounts to be incurred each year in order to obtain
a 70% intere st in the Trinity Project.   Your disclosures also state that should you not
meet the minimum expenditure requirements in any given year, you are obligated to pay
the amount of any deficiency to Renaissance Gold Inc. Please address the following
points:

 Tell us whether you have met these minimum  expenditure requirements;
 Expand your management’s discussion of analysis to quantify the shortfall or
excess amounts that you have incurred for each year and discuss your expectations
of your ability to meet the se thresholds going forward; and
 Clarify whether you have accrued or paid Renaissance for any deficiencies in
reaching these thresholds.
Joint Venture, page 25
20. Please clarify the effect of Newmont exercising its joint venture rights under the Lease
and Sub lease agreement on your j oint venture rights under the Exploration Earn -In
Agreement described in this section.
Plan of Operation & Work Completed by the Company, page 28
21. Please disclose your estimate of the amount spent during each of the last two fiscal years
on exploration  activities.
22. Please clarify when you undertook each of the exploration activities  disclosed in this
section and the drilling activities described in the third paragraph on page 28.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 5

 Management’s Discussion and Analysis of Financial Cond ition and Results of Operations, page
32

Results of Operations, page 32

23. We note that your discussions of changes in expenses for both the year ended June 30,
2012 versus the year ended June 30, 2011, and the three month period ended September
30, 2012 versus the three month period ended September 30, 2011, do not describe or
quantify the specific drivers underlying the fluctuations between periods necessary to
provide an understanding of the reasons for material increases.  The analysis is limited to
a statement indicating that the increase in expenses was generally attributable to “the
Company’s effort to finance explore and develop the Trinity Silver property.”

In order to comply with Item 303(a)(3) of Regulation S -K, Instructions 3 and 4 to
paragra ph 303(a) of Regulation S -K, please expand your discussion to include the
specific reasons and factors contributing to these material changes in expenses.  For
example, your discussion of changes in exploration expenses should explain increased
exploration  activities and describe the nature of the activities that were undertaken in the
comparative periods.

Liquidity and Capital Resources, page 33

24. Given your financial condition, please provide an expanded discussion of your plans to
secure additional finan cing.  Your disclosure should address the amounts or ranges of the
different types of financing you are seeking and the terms of such financing in addition to
the current status of negotiations regarding such financing.  Please discuss the impact of
such f inancing on your cash position and liquidity.  Refer to section IV.B.2 of Securities
Act Release 33 -8350 for guidance.  Also, please address the dilution risk relating to such
financing in your risk factor disclosure.

Cash Flow, page 34

25. We note you have  provided disclosures under this heading which explain the changes
between your cash flows for your interim periods ended September 30, 2012 and 2011.
Please add a discussion which compares the activity of your cash flows for the fiscal
years ended June 3 0, 2012 and 2011.
Directors and Executive Officers, page 35
26. Please discuss the specific experience, qualifications, attributes or skills that led to the
conclusion that each person should serve as a director.  Refer to Item 401(e) of regulation
S-K.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 6

 Securi ty Ownership of Certain B eneficial Owners and Management , page 42
27. Please tell us why you have not included Robert Genovese in this section given that the
warrants held indirectly by him appear to be currently exercisable.
Certain Relationships and Related  Transactions, page 44
28. Please identify  the directors who were parties to the promissory notes described in this
section .
29. Please tell us why you have not described the agreement regarding the consulting
services provided by John Barrington referenced in the  table on page 42 in this section.
File related party agreements as exhibits.
30. Please summarize the transactions with Mr . Genovese and his affiliates.
Audited Financial Statements as of June 30, 2012 and June 30, 2011
Balance Sheets, page F -2
31. Please revis e the balance sheet and statement of stockholders’ equity (deficit) to present
proceeds received from your equity issuances net of issuance costs directly attributable to
the offerings.
Statements of Operations, page F -3
32. Please revise your annual and inter im statements and present stock compensation in the
same line or lines as cash compensation paid to employees and non -employees, as
applicable.  See SAB Topic 14.F.
33. We note the amounts you report as gain (loss) foreign exchange on your Statement of
Operati ons.  Please address the following points:

 Identify your functional currency ;
 Describe the nature of the underlying transactions and whether they represent
translation or transaction losses ; and
 Provide the accounting basis for your presentation.  If you conclude these losses are
attributable to foreign currency translations please tell us why you have not
presented disclosures of your accumulated other comprehensive income and
changes in the cumulative translation adjustment to comply with ASC 830 -30-50-1.
Alternatively if you determine it represents transaction losses, please explain why
the losses are not included in your determination of net income as required by ASC
830-20-40-1.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 7

 Statement of Cash Flows, page F -6
34. Please revise the reconciliation of y our cash flows from operating activities to begin with
net loss.  See FASB ASC paragraphs 230 -10-45-2 and 230 -10-45-28.
35. Please include disclosure of your noncash investing and financing activities to comply
with FASB ASC paragraphs 230 -10-50-3 through 6.
36. We note you have included the payment of the $150,000 related party note in your
statement of cash flows for the year ended June 30, 2012.  However your disclosure of
related party transactions at page 44 indicates the debt was settled in your common stock
rather than in cash.  Please tell us why you have included this amount in your statement
of cash flows or revise to reflect financing transactions that were settled only in cash.
Indemnification of Directors and Officers
37.      Your disclosure in this sectio n should state the general effect of your by -laws or other
arrangements regarding indemnification and insurance of controlling persons, directors and
officers and not merely be a verbatim repetition of sections of your bylaws.  It is unclear, for
example, whether your directors and officers are insured against liability.  Please revise.
Exhibits
38. Please file complete exhibits.  It appears, for example, that the Exploration Ea rn-In
Agreement filed as Exhibit 10.2 is missing attachments.  Further, pl ease file executed
agreements as exhibits, including a n executed Exploration Earn -In Agreement.
39. Please tell us why you have not included the employment agreements referenced on page
40 as exhibits to the registration statement.
40. Please file the consent of M ine Development Associates.
Exhibit 5.1
41. The legal opinion may not assume away the issues that are the subject of the opinion such
as that there is sufficient authorized stock or that par value has been paid for the common
stock, as counsel appears to d o in the fifth paragraph.  Refer to Section II.B.3.a of Staff
Legal Bulletin No. 19 for guidance.  Please provide a revised opinion accordingly.
Exhibit 23.1
42. Please have the consent from your independent registered public accounting firm revised
to acknowl edge your reference the firm on page 46 as experts in accounting and auditing.

Geoff Browne
Liberty Silver Corp.
December 10, 2012
Page 8

 Exhibit 99.1
43. Please note that technical reports should not be filed with the United States Securities and
Exchange Commission pursuant to paragraph (b)(7) of Industry Guide 7.  Please remove
the reference to your technical report from your list of exhibits.
Undertakings
44.       The final undertaking in this section appears to be missing language.  Please provide the
complete undertaking .
Signatures
45. Please identify the capacity  in which each officer signs.  It is unclear, for example,
whether your controller or principal accounting officer has signed.
Form 10 -K for the fiscal year ended June 30, 2012 , filed September 28, 2012.

General

46. In future annual filings please confirm yo u will incorporate the additional property
disclosure requested in your registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filing s include the applicable information the Securities Act of
1933, the Securities Exchange Act of 1934 , and the Securities  Act and the Exchange Act  rules
require.   Since the company and its management are in possession of all facts relating to a

June 7, 2011

Via E-mail
Mr. John Pulos
Chief Financial Officer Liberty Silver Corp. 675 Sierra Rose Drive Suite 112 Reno, NV 89511
Re: Liberty Silver Corp.
Item 4.01 Form 8-K Filed February 4, 2011 File No. 333-150028

Dear Mr. Pulos:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,  /s/ Karl Hiller  Karl Hiller Branch Chief

CORRESP
1
filename1.htm

Frascona, Joiner, Goodman and Greenstein, P

Frascona, Joiner, Goodman and Greenstein, P.C.

4750 Table Mesa Drive

Boulder, CO 80305

Ph: (303) 494-3000

Fax: (303-494-6309

June 6, 2011

Karl Hiller

Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E., Stop 7010

Washington, D.C. 20549

Re:

Liberty Silver Corp.

Item 4.01 Form 8-K

Filed February 4, 2011

File No. 333-150028

Dear Mr. Hiller:

On behalf of Liberty Silver Corp., a Nevada corporation (the “Company”), enclosed please find our responses to your comment letter dated May 17, 2011.

The Company intends to address the issue described in your comment letter by having its financial statements for the fiscal years ended June 30, 2010 and 2009 re-audited by its current auditor, which is PCAOB registered, and by filing an amended report on Form 10-K/A for the fiscal year ended June 30, 2010 which will include the re-audited financial statements.

The Company is in the process of having its current PCAOB registered auditor, Morrill & Associates, LLC (“Morrill”), re-audit the Company’s financial statements for the fiscal years ended June 30, 2009 and 2010, and anticipates that this process will take approximately 60 days. Once Morrill has completed its re-audit of the Company’s financial statements, the Company will file the re-audited financial statements for the fiscal years end June 30, 2009 and 2010 on a Form 10-K/A with the Securities and Exchange Commission.  The Company anticipates that it will be able to file this Form 10-K/A on or about July 31, 2011.

Please feel free to contact me with any questions relating to the foregoing information.  Thank you for your time and assistance with this matter.

FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.

By: /s/ Gary S. Joiner, Esq.

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May 17, 2011

Via E-mail
Mr. John Pulos
Chief Financial Officer Liberty Silver Corp. 675 Sierra Rose Drive Suite 112 Reno, NV 89511
Re: Liberty Silver Corp.
Item 4.01 Form 8-K Filed February 4, 2011 File No. 333-150028

Dear Mr. Pulos:
We note that your financial statements for the two years ended June 30, 2010 and 2009,
and the cumulative period from inception, we re audited by Chisholm, Bierwolf, Nilson &
Morrill, LLC.  We further not e your disclosure in  your Item 4.01 Form 8-K discussing the
change in auditors due to th e pending revocation by the Public  Company Accounting Oversight
Board ("PCAOB") of Chisholm, Bierwolf, Nils on & Morrill, LLC.  Ef fective April 8, 2011, the
PCAOB revoked the registration of Chisholm, Bier wolf, Nilson & Morrill, LLC.  You can find a
copy of the order at http://pcaobus.org/Enforcement/Dec isions/Documents/Chisholm.pdf
.

As Chisholm, Bierwolf, Nilson & Morrill, LLC  is no longer registered with the PCAOB,
you may not include its audit repor ts or consents in your filings with the Commission.  If
Chisholm, Bierwolf, Nilson & Morrill, LLC audite d a year or any portion of a cumulative period
that you are required to include in your filings with the Commission, you should have a firm that
is registered with the PCAOB re-aud it that year and cumulative period.

Please advise us as to how you intend to address this matter by no later than May 31,
2011.  If you have questions, please contact Pa ul Monsour, Staff Acc ountant at (202) 551-3360.

Sincerely,  /s/ Karl Hiller  Karl Hiller Branch Chief

April 15, 2011

Via E-mail
Mr. John Pulos
Chief Financial Officer Liberty Silver Corp. 675 Sierra Rose Drive Suite 112 Reno, NV 89511
Re: Liberty Silver Corp.
Form 10-K for Fiscal Year Ended June 30, 2010
Filed October 13, 2010 File No. 333-150028

Dear Mr. Pulos:
We have completed our review of your Form  10-K and related filings and do not have
any further comments at this time.
Sincerely,  /s/ Ethan Horowitz (for)  Karl Hiller
Branch Chief

CORRESP
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Frascona, Joiner, Goodman and Greenstein, P

Frascona, Joiner, Goodman and Greenstein, P.C.

4750 Table Mesa Drive

Boulder, CO 80305

Ph: (303) 494-3000

Fax: (303-494-6309

March 28, 2011

Karl Hiller

Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E., Stop 7010

Washington, D.C. 20549

Re:

Liberty Silver Corp.

Form 10-K for Fiscal Year ended June 30, 2010

Form 10-Q for Fiscal Quarter ended September 30 and December 31, 2010

Filed October 13, 2010

File No. 333-150028

Dear Mr. Hiller:

On behalf of Liberty Silver Corp., a Nevada corporation (the “Company”), enclosed please find our responses to your comment letter dated March 4, 2011.

Form 10-K for the Fiscal year ended June 30, 2010

General

1.

Please correct your commission file number on the cover of your periodic and current filings to read 333-150028, which was assigned with conjunction with your filing of the Form SB-2 registration statement on January 14, 2008.

Response:

In response to comment 1, the Company will correct the commission file number on the cover of the Form 10-K/A to be filed by the Company to read 333-150028, and will ensure that the commission file number reads 333-150028 on all future filings.

2.

We note that your website refers to or uses the terms “measured,” “indicated,” or “inferred,” resources.  If you continue to make references on your website to reserve measures other than  those recognized by the SEC, please accompany such disclosure with cautionary language comparable to the following:

Cautionary Note to U.S. Investors- the Untied State Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website, such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the

1

disclosure in our Form 10-K which may be secured from us or the following website: http://www.sec.gov/edgar.shtml.

Tell us where you have positioned this cautionary language on your website.

Response: In response to comment 2, the Company has included the following cautionary language on its website, under the Investor Information Section of the website, on the Stock Information page:

Cautionary Note to U.S. Investors - The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms on this website such as "measured", "indicated", and "inferred" "resources", which the SEC guidelines generally prohibit U.S. registered companies from including in their filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 10-K which may be secured from us or the following website: http://www.sec.gov/edgar.shtml

Economic Geology, page 4-5

3.

In this section of your filings you state that the drill inferred resource estimated by U.S. Borax was 10 million short tons at 3 ounces per ton of silver.  It appears you may need to eliminate this disclosure to comply with instruction 3 to paragraph (b)(5) of Industry Guide 7 which generally precludes disclosing estimates of mineralization other than proven and probable reserves.

Response:  In response to comment 3, the Company will remove the disclosure “[a]s of the late 1980s, the drill-inferred resource (non-NI 43-101 compliant), estimated by U.S. Borax, was 10 million short tons at 3 ounces per ton of silver” from the Company’s disclosure under “Economic Geology” on page 5 of the Form 10-K/A to be filed by the Company.

Item 2. Properties, page 10

4.

Please insert a small-scale map showing the location and access to each property, as suggested in paragraph (b)(2) of Industry Guide 7.  We believe that maps and drawings having the following features would be beneficial:

·

A legend or explanation showing, be means of pattern or symbol, every pattern or symbol used on the map or drawing.

·

A graphical bar scale or representations of scale, such as “one inch equals one mile,” may be utilized if the original scale of the map has not been altered.

·

A north arrow.

·

An index map showing where the property is situation in relationship to the state or province or other geographical area in which it is located.

·

A title 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.

2

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

Response:  In response to comment 4, the Company will include a small-scale map under Item 2. Properties, showing the location and access to the Trinity Silver Open Pit Mine in the Form 10-K/A to be filed by the Company.

Item 9A(T). Controls and Procedures, page 41

5.

We note that you assess the effectiveness of your internal control over financial reporting as of June 30, 2110, but have not included an assessment of your disclosure controls and procedures as required by Item 307 of Regulation S-K.  We also note that you filed certifications from the principal officers which incorrectly state that this assessment was made.  Please amend your filing to include the required information.  Include an explanatory note in the forepart of the amendment to indicate the reason for the amendment directing readers to those sections where further details are provided.  Note that Item 9A(T) was only available to smaller reporting companies with fiscal years ending before June 15, 2010.  Please also ensure that you obtain and file updated certifications to comply with Rule 12b-15 of regulation 12B.

Once you have remedied the problems with your disclosure controls and procedures to the point where you are able to assert effectiveness, we would expect disclosure clarifying the actions you took to strengthen your disclosure controls and procedures.  Considering your failure to provide this disclosure, it appears that your disclosure controls and procedures were not effective.  If you conducted an evaluation and concluded that disclosure controls and procedures were effective as of June 30, 2010, we would expect you to additionally disclose that, in light of the omission, disclosure controls and procedures were not actually effective.

Response:  In response to comment 5, the Company will revise its disclosure under Item 9A in the Form 10-K/A to be filed by the Company with the Securities and Exchange Commission, and will include updated certifications with its filing to comply with Rule 12b-15 of regulation 12B.  Specifically, the Company will include the following updated disclosure under Item 9A of its Form 10-K/A:

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed,

3

summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we initially carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer initially concluded that our disclosure controls and procedures were effective.  Subsequently, we determined that we had a material weakness, as described below, in our disclosure controls and procedures.  Therefore, in connection with the filing of this amended Annual Report on Form 10-K/A, our chief executive officer and chief financial officer re-evaluated the effectiveness of our disclosure controls and procedures and concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

In connection with the preparation and filing of the Form 10-K for the fiscal year ended June 30, 2010, we inadvertently failed to disclose the information required by Item 307 of Regulation S-K regarding the Company’s disclosure controls and procedures.  Based upon the Company’s failure to include the disclosures required by Item 307, we determined that our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended.  To remediate the problem with our disclosure controls and procedures, to the extent reasonably possible given our resources, we will seek the advice of outside consultants and utilize internal resources to implement additional disclosure controls and procedures to address the identified problem.”

Attached to this correspondence, please find an acknowledgement by the Company whereby 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 feel free to contact me with any questions relating to the foregoing information.  Thank you for your time and assistance with this matter.

FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.

By: /s/ Gary S. Joiner, Esq.

4

CORRESP
1
filename1.htm

Frascona Joiner Goodman and Greenstein, P

Frascona Joiner Goodman and Greenstein, P.C.

4750 Table Mesa Drive

Boulder, Colorado 80305

ph: 303 494 3000

fx: 303 494 6309

March 10, 2011

Karl Hiller

Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E., Stop 7010

Washington, D.C. 20549

Re:

Liberty Silver Corp.

Form 10-K for Fiscal Year ended June 30, 2010

Form 10-Q for Fiscal Quarter ended September 30 and December 31, 2010

Filed October 13, 2010

File No. 333-150028

Dear Mr. Hiller:

Please be advised that our law firm serves as legal counsel to Liberty Silver Corp., a Nevada corporation (the “Company”).

This letter is in regards to your comment letter dated March 4, 2011 (the “Comment Letter”).   The Company has received the Comment Letter and is in the process of addressing the comments set forth in the Comment Letter.  However, the Company will not be able to meet the specified response deadline of March 18, 2011.  We anticipate that we will be able to respond to all of the comments on or before March 31, 2011. Accordingly, we respectfully request an extension until March 31, 2011 in which to submit our responses.  Your understanding with this matter is greatly appreciated.

Thank you for your time and assistance with this matter.  Please feel free to contact me if you have any questions regarding the foregoing.

FRASCONA JOINER GOODMAN AND GREENSTEIN, P.C.

By: /s Gary S. Joiner, Esq.

March 4, 2011

Via U.S. Mail and Fax (424) 247-9519
Mr. John Pulos
Chief Financial Officer
Liberty Silver Corp.
675 Sierra Rose Drive Suite 112 Reno, NV 89511
Re: Liberty Silver Corp.
Form 10-K for Fiscal Year ended June 30, 2010 Form 10-Q for Fiscal Quarters ended September 30 and December 31, 2010 Filed October 13, 2010 File No. 333-150028

Dear Mr. Pulos:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.    Form 10-K for the Fiscal Year ended June 30, 2010

General

1. Please correct your commission file number on the cover of your periodic and current
filings to read 333-150028, which was assigned in conjunction with your filing of the
Form SB-2 registration statement on January 14, 2008.

Mr. John Pulos
Liberty Silver Corp. March 4, 2011 Page 2

2. We note that your website refers to or us es the terms “measured,” “indicated,” or
“inferred,” resources.  If you continue to make references on your website to reserve
measures other than those recognized by th e SEC, please accompany such disclosure
with cautionary language comparable to the following:
Cautionary Note to U.S. Investors -The  United States Securities and Exchange
Commission permits U.S. mining companies,  in their filings with the SEC, to
disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain term s on this website, such as “measured,”
“indicated,” and “inferred”  “resources,” which the SEC guidelines generally
prohibit U.S. registered companies from in cluding in their filings with the SEC.
U.S. Investors are urged to consider cl osely the disclosure in our Form 10-K
which may be secured from us or the following website: http://www.sec.gov/edgar.shtml
.

Tell us where you have positioned this cautionary language on your website.
Economic Geology, pages 4-5

3. In this section of your fili ng you state that the drill infe rred resource estimated by U.S.
Borax was 10 million short tons at 3 ounces per t on of silver.  It appears you may need to
eliminate this disclosure to comply with In struction 3 to paragra ph (b)(5) of Industry
Guide 7 which generally precludes disclosi ng estimates of mineralization other than
proven and probable reserves.
Item 2. Properties, page 10

4. Please insert a small-scale map showing th e location and access to each property, as
suggested in paragraph (b)(2) of Industry Gu ide 7.  We believe that maps and drawings
having the following features  would be beneficial:

• 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 or repres entations of scale, such as "one inch equals one mile,"
may be utilized if the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relations hip to the state or
province or other geographical area in which it is located.

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

Mr. John Pulos
Liberty Silver Corp. March 4, 2011 Page 3

• In the event interpretive data is submitted in conjunction wi th any map, the identity of
the geologist or engineer that prepared such data.
 Any drawing should be simple enough or of suff iciently large scale to clearly show all
features on the drawing.
Item 9A(T). Controls and Procedures, page 41

5. We note that you assess the effectiveness of your  internal control over  financial reporting
as of June 30, 2010, but have not included an as sessment of your disc losure controls and
procedures as required by Item 307 of Regul ation S-K.  We also note that you filed
certifications from the principal officers whic h incorrectly state that this assessment was
made.  Please amend your filing to include  the required information.  Include an
explanatory note at the fore part of the amendment to indicate the reason for the
amendment, directing readers to  those sections where furthe r details are provided.  Note
that Item 9A(T) was only available to sma ller reporting companies with fiscal years
ending before June 15, 2010.  Please also ensure that you obtain and file updated
certifications to comply with Rule 12b-15 of Regulation 12B.
 Once you have remedied the problems with your  disclosure controls and procedures, to
the point where you are able to  assert effectiveness, we  would expect disclosure
clarifying the actions you took to strengthen your disclosure controls and procedures.
Considering your failure to provide this di sclosure, it appears th at your disclosure
controls and procedures were not effec tive.  If you conducte d an evaluation and
concluded that disclosure cont rols and procedures were e ffective as of June 30, 2010, we
would expect you to additionally disclose th at, in light of the omission, disclosure
controls and procedures were  not actually effective.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure 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

Mr. John Pulos
Liberty Silver Corp. March 4, 2011 Page 4

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Paul Mons our, Staff Accountant, at (202) 551-3360 if you have
questions regarding comments on th e financial statements and rela ted matters.  You may contact
John Coleman, Mining Engineer, at  (202) 551-3610 with questions about engineering comments.
Please contact me at (202) 551-3686 with any other questions.
Sincerely,    Karl Hiller Branch Chief