CordovaCann Corp.

217 Queen Street West, Suite 401

Toronto, Ontario M4V 0R2, Canada

April 03, 2025

VIA E-MAIL PRIVATE CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Officer of Trade & Services

100 F Street, N.E.

Mail Stop 3561

Washington, DC 20549

Attention:	Patrick Kuhn
	Lyn Shenk
RE:	CordovaCann Corp.
	Form 20-F for the Fiscal Year Ended June 30, 2024 File No. 000-50492

Dear Patrick Kuhn and Lyn Shenk,

CordovaCann Corp. (the “Company”) acknowledges receipt of your letter dated February 19, 2025.

1. Please amend your filing to include a conformed signature in the audit report, and confirm to us that you received a signed report from the auditor. Refer to Rule 2-02(a) of Regulation S-X. In doing so, ensure the amendment includes the complete financial statements and appropriate updated certifications that refer to the Form 20-F/A.

The Company acknowledge the staff comment regarding the conformed signature in the audit report and notes this appears to be an upload error as a result of our iXBLR service provider. It’s noted that the consent letters for both the current and predecessor auditors were validly rendered on the same 20-F filing.

We confirm that we received a signed report from our auditor and have attached our annual audited consolidated financial statements herein, which contain the signed audit reports from our current and predecessor auditors, with valid signatures. We will amend our filing to include a conformed signature in accordance with Rule 2-02(a) of Regulation S-X as noted on the attached audited financial statements, along with the updated certifications referencing Form 20-F/A, as required.

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2. We note the report of your independent registered public accounting firm includes a paragraph related to "Material Uncertainty Related to Going Concern." After consulting with your auditor, please tell us whether the paragraph is intended to be explanatory language related to substantial doubt about your ability to continue as a going concern (AS 3101.18a) or an emphasis of a matter (AS 3101.19). The wording "may cast significant doubt" appears to be conditional language prohibited by footnote 5 of AS 2415.12 in explanatory language related to going concern. Please advice or have your auditor revise, as appropriate.

The Company acknowledge the staff comment regarding the inclusion of a "Material Uncertainty Related to Going Concern" paragraph in the report of our independent registered public accounting firm. After consulting with our auditor, we confirm that the paragraph under the heading “Material Uncertainty Related to Going Concern” is intended to be an emphasis-of-matter paragraph in accordance with AS 3101.19, not explanatory language under AS 3101.18a. The purpose of the emphasis-of-matter paragraph in the independent auditor’s report is to draw attention to Note 1, which discloses management’s assessment of material uncertainties related to going concern, as required by IFRS.

As the Company prepares its consolidated financial statements in accordance with IFRS, the wording “may cast significant doubt” reflects IFRS terminology, under IAS 1.25, which prescribes this terminology when material uncertainties exist and which is consistent with the disclosure in Note 1.

For reference, IAS 1.25 states: “When management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern, the entity shall disclose those uncertainties.”

Accordingly, and as the independent auditor’s opinion is unmodified, we believe the inclusion of this language in an emphasis-of-matter paragraph is consistent with PCAOB reporting standards, IFRS requirements, and the applicable guidance under AS 3101.19. Accordingly, we do not believe any revisions are necessary.

3. The Report of Independent Registered Public Accounting Firm states that the consolidated financial statements of the Company as at June 30, 2022, and for the years then ended were audited by another auditor. Please amend your filing to include the report of that auditor.

The Company acknowledge your comment regarding the Report of the Independent Registered Public Accounting Firm. The Company will amend the 20-F filing to include the report of the auditor who audited the consolidated financial statements of the Company as of June 30, 2022, and for the year then ended.

The Company acknowledge the staff comment regarding the conformed signature in the audit report and notes this appears to be an upload error as a result of our iXBLR service provider. As noted on the attached annual audited financial statements, the predecessor auditor report was included.

We will ensure that the amendment referenced in comment one contains the signed audit reports from our predecessor auditors, as noted on the attached annual audited financial statements.

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4. You state both "there is substantial doubt about the Company's ability to continue as going concern" and ability to access sufficient capital until you have stable profitable operations "may cast significant doubt" about the ability of the Company to continue as a going concern. Please revise to clarify management's assessment of whether conditions and events raised substantial doubt about the company's ability to continue as a going concern under ASC 205-40 and, if substantial doubt existed, to provide appropriate additional disclosure required by ASC 205-40-50-12 or 13, depending on whether substantial doubt was alleviated by management's plans.

The Company respectfully advises that its consolidated financial statements are prepared in accordance with IFRS, not U.S. GAAP. Accordingly, the Company’s going concern disclosures are based on the requirements of IAS 1 - Presentation of Financial Statements, specifically paragraphs 25 and 26, which require management to assess the entity’s ability to continue as a going concern and to disclose material uncertainties that may cast significant doubt on that ability.

The phrase “may cast significant doubt” is standard IFRS terminology and is consistent with IAS 1.25, which states: “When management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern, the entity shall disclose those uncertainties.”

The Company believes its disclosure accurately reflects the requirements under IFRS and provides transparent and appropriate information to users of the financial statements regarding the going concern assessment.

As the Company’s financial statements are prepared in accordance with IFRS, the disclosure requirements under ASC 205-40, 205-40-50-12 and 50-13 are not applicable in this context.

As such, we respectfully submit that no revisions to the going concern disclosure are necessary.

Please direct any further questions or comments to the undernoted.

Very truly yours,

/s/ Ashish Kapoor

Ashish Kapoor

Chief Financial Officer

+1 (416) 523-3350

ashish@cordovacann.com

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