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July 22, 2013
| Via EDGAR | |
| Randolf W. Katz | |
| United States Securities and Exchange Commission | direct dial: 714.966.8807 |
| Division of Corporate Finance | rkatz@bakerlaw.com |
| 100 F. Street, NE | |
| Washington, DC 20549-7010 |
| Attn: | Sirimal R. Mukerjee |
| Re: | American Eagle Energy Corporation |
| Registration Statement on Form S-3 | |
| Filed June 10, 2013 |
| File No. 333-189191 |
Ladies and Gentlemen:
American Eagle Energy Corporation, a Nevada corporation (“American Eagle”), is pleased to respond to Staff’s comment in its July 1, 2013, comment letter. The comment has been transcribed, with American Eagle’s response immediately below.
Registration Statement on Form S-3
Exhibit Index
| 1. | The first footnote to the index indicates that the legality opinion and related consent will be filed amendment to the Registration Statement “or incorporated by reference from documents filed or to be filed with the Securities and Exchange Commission under the Securities Act of 1934. …” Please revise the footnote to remove any suggestion that these exhibits will not be filed with an amendment to your registration statement before it goes effective and file such exhibits with your next amendment. |
Sirimal Mukerjee
United States Securities and Exchange Commission
Division of Corporate Finance
July 22, 2013
Page 2
Response
American Eagle has filed such exhibits in its amended Registration Statement.
American Eagle appreciates the Staff’s prompt review and consideration of its responsive filing and hopes that the exhibits filed with the amendment satisfy the Staff’s comments.
Very truly yours,
/s/ Randolf W. Katz
Randolf W. Katz
Baker & Hostetler LLP
RWK/dlp
Sirimal Mukerjee
United States Securities and Exchange Commission
Division of Corporate Finance
July 22, 2013
Page 3
On behalf of American Eagle, the following acknowledgments are made::
| · | 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. |
| AMERICAN EAGLE ENERGY CORPORATION | ||
| By: | /s/ Brad Colby | |
| Brad Colby, Chief Executive Officer | ||