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                            September 12, 2023

       Jonathan Evans
       Chief Executive Officer
       1397468 B.C. Ltd.
       300 - 900 West Hastings Street
       Vancouver, British Columbia
       V6C 1E5

                                                        Re: 1397468 B.C. Ltd.
                                                            Registration
Statement on Form 20-F
                                                            Filed August 22,
2023
                                                            File No. 001-41788

       Dear Jonathan Evans:

              We have reviewed your 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 these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response to these comments, we may have
additional
       comments. Our references to prior comments refer to comments in our
August 10, 2023 letter.

       Registration Statement on Form 20-F filed August 22, 2023

       Exhibits

   1.                                                   We note your response
to prior comment 2. Please file the agreements relating to
                                                        the Gross Revenue
Royalty and Water Rights Option with your next amendment.
               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.
 Jonathan Evans
1397468 B.C. Ltd.
September 12, 2023
Page 2

        You may contact Yong Kim, Staff Accountant, at (202) 551-3323 or Karl
Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Claudia Rios, Staff
Attorney, at (202)
551-8770 or Daniel Morris, Legal Branch Chief, at (202) 551-3314 with any other
questions.



                                                            Sincerely,
FirstName LastNameJonathan Evans
                                                            Division of
Corporation Finance
Comapany Name1397468 B.C. Ltd.
                                                            Office of Energy &
Transportation
September 12, 2023 Page 2
cc:       James Guttman, Esq.
FirstName LastName