TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo November 1, 2022 Jack Hanks Chief Executive Officer MMEX Resources Corp 3600 Dickinson Fort Stockton, TX 79735 Re: MMEX Resources Corp Amendment No. 1 to Offering Statement on Form 1-A Filed on October 26, 2022 File No. 024-12010 Dear Jack Hanks: We have reviewed your amended offering statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our 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 offering statement and the information you provide in response to this comment, we may have additional comments. Amendment No. 1 to Offering Statement on Form 1-A General 1. Please refer to Exhibit 12.1. We note that the legal opinion provides an opinion for only the offering of common stock. We note, however, that you are also offering warrants. Please have legal counsel revise the opinion to provide an opinion for both the offered common stock and warrants. Refer to Sections II.B.1.a and II.B.1.f of Staff Legal Bulletin No. 19 for guidance regarding the required opinions. Jack Hanks FirstName LastNameJack MMEX Resources Corp Hanks Comapany 1, November NameMMEX 2022 Resources Corp November Page 2 1, 2022 Page 2 FirstName LastName You may contact Janice Adeloye at 202-551-3034 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services