CORRESP 114 filename114.htm Response to Staff Comments

 

 

 

August 16, 2024

 

Sondra Snyder / Jennifer Gallagher

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

 

RE: Silver North Resources Ltd. 

Form 20-F for the Fiscal Year ended September 30, 2023

Filed February 22, 2024

File No. 000-55193

 

Dear Ms. Snyder / Ms. Gallagher:

 

In response to the Staff's comment letter dated August 2, 2024, the below is the Company’s responses.

 

General

1. “We note that you have been filing press releases and interim financial reports on SEDAR in Canada though have not been furnishing this information on Form 6-K. Please refer to the guidance in Rule 13a-16 of Regulation 13A and General Instruction B to Form 6-K, which requires that you furnish information on Form 6-K that you make public pursuant to laws of the jurisdiction of your domicile or in which you are incorporated or organized, file with a stock exchange on which your securities are traded and which is made public by that exchange, or that you distribute to security holders. 

 

The required information includes that which is material with respect to the issuer and its subsidiaries concerning: changes in the business; changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in the certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount of securities or indebtedness; the results of the submission of matters to a vote of security holders; transactions with directors, officers or principal security holders; the granting of options or payment of other compensation to directors or officers; and any other information that is considered to be of material importance to security holders.

 

Please address this requirement with regard to the missing reports and adhere to this requirement in conjunction with all future publications.”

 

The comment is noted, and the Company has filed all the missing reports and will adhere to this requirement in conjunction with all future publications.

 

Financial Statements

Report of Independent Registered Public Accounting Firm, page 16

2. “We note that your auditor has included language in the audit opinion referencing your Note 1 and disclosure stating "...that there is a material uncertainty that casts significant doubt about the going concern assumption. 

 

Please confer with your auditor regarding the audit report language prescribed by PCAOB Auditing Standard 2415.12 (including commentary on the scope of the guidance in footnote 2), applicable when the auditor concludes there is substantial doubt about an entity's ability to continue as a going concern.

 

Please obtain and file a revised audit opinion that conforms with the requirement on expressing uncertainty using the term substantial doubt about your ability to continue as a going concern, or to clarify if the auditor had a different view.”

 

The revised audit opinion that conforms with the requirement on expressing uncertainty using the term “substantial doubt about its ability to continue as a going concern” has now been filed.

On behalf of the Company, I acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing.

 

Sincerely,

 

/s/  “Winnie Wong”_

 

Winnie Wong

Chief Financial Officer