April 8, 2013
Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
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Re: | Responses to the Securities and Exchange Commission Staff Comments dated April 1, 2013, regarding Energizer Resources Inc. Amendment No. 1 to Form 10-K for Fiscal Year Ended June 30, 2012 |
File No. 000-51151
Ladies and Gentlemen:
This letter responds (on a correspondence basis) to the staff’s comments set forth in the April 1, 2013 letter regarding the above-referenced Form 10-K (as amended) for the fiscal year ended June 30, 2012. For your convenience, the staff’s comments are included below, and we have numbered our responses accordingly. Our responses are as follows:
Staff Comment No. 1.
We note your response to comment 5 in our letter dated March 13, 2013, and we reissue the comment. Please provide all of the information required by Item 404(a) of Regulation S-K, including the names of the related persons as required by Item 404(a)(1) of Regulation S-K. For example, please specify the names of the directors and officers of the company who had or will have a direct or indirect material interest in the transaction discussed in (a) on page 51. Please also specify the basis on which each director and officer is a related person and specify each director’s or officer’s position, relationship with, or ownership in Red Pine Exploration Inc., as applicable.
Energizer’s Response:
We have enhanced our related party disclosure revolving around the loan with Red Pine Exploration Inc to comply with Item 404(a)(1) of Regulations S-K.
Staff Comment No. 2.
We note your response to comment 6 in our letter dated March 13, 2013. Please file the Definitive Joint Venture Agreement in its entirety, including Annexures B and C.
Energizer’s Response:
We have noted your comment and have included the full agreement in this filing.
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April 8, 2013
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Energizer Resources Inc. hereby acknowledges that:
· | Energizer Resources Inc. is responsible for the adequacy and accuracy of the disclosure in the filing. |
· | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. |
· | Energizer Resources Inc. may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you should have any questions regarding our response letter, please do not hesitate to contactthe undersigned at (416) 364-4911.
Sincerely,
Energizer Resources Inc.
/s/ Peter Liabotis
Peter Liabotis
Senior Vice President and Chief Financial Officer
cc: Jill Arlene Robbins, P.A.