Kimberley R. Anderson
Partner
(206) 903-8803
FAX (206) 260-8917
anderson.kimberley@dorsey.com
July 24, 2015
VIA EDGAR |
Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Lopez Assistant Director |
Re: Energizer Resources, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 23, 2015
File No. 333-205104
Dear Mr. Lopez:
Set forth below are the responses of Energizer Resources, Inc. (the “Company”) to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) dated July 6, 2015 with respect to the above-referenced Registration Statement. In order to facilitate the Staff’s review, we have repeated each comment in its entirety in the original numbered sequence in bold below. The Company has reviewed this letter and authorized us to make the representations on its behalf. The Company’s responses have been incorporated in an amended Form S-1 and as set forth below:
General
1. | We note that the special warrants from the May 4, 2015 private placement will not convert until the earlier of (i) the third business day after the securities regulatory authorities in the provinces of Ontario and British Columbia qualify the distribution and (ii) November 4, 2015. Please tell us the status and anticipated timing of qualifying this transaction with the securities regulatory authorities in Ontario and British Columbia. |
Company Response to Comment 1
The Company filed a preliminary short form prospectus in the provinces of Ontario and British Columbia on July 9, 2015 and is currently responding to comments. The Company expects to clear all comments and file the final prospectus by July 31, 2015. The conversion of the special warrants would take place within a few days after.
Page 2
Selling Security Holder, page 19
2. | It appears that Marquest Asset Management, Inc. is an affiliate to a broker dealer and participating as a selling shareholder. Please provide the representation, if true, that Marquest Asset Management, Inc. purchased the securities in the ordinary course of business, and at the time of the purchase, had no agreements or understandings, directly or indirectly, with any person to distribute the securities. |
Company Response to Comment 2
Marquest Mutual Fund Inc. - Explorer Series Fund, Marquest Small/Mid Cap Fund, Endeavour Growth Fund, and Marquest Resource Fund (the “Subscribers”) subscribed in the May 4, 2015 private placement and Marquest Asset Management, Inc. acts as the investment manager for each of the four Subscribers. Neither Marquest Asset Management, Inc. nor its affiliated division, Marquest Capital Markets, was an agent in connection with that offering. The Subscribers have each represented to the Company that they were not affiliated with a broker dealer.
Undertakings, page 72
3. | Please revise your disclosure to include the undertakings as required by Regulation S-K Item 512. For example we note that you did not include relevant undertakings set forth in paragraph (a). |
Company Response to Comment 3
In Amendment No. 1 to be filed, we will revise Item 17 – Undertakings to incorporate the undertakings as required by Regulation S-K Item 512.
Exhibits, page 74
4. | Please file as an exhibit to the registration statement a complete copy of the articles of incorporation, as amended in the proper searchable format. See Item 601(b)(3)(i) of Regulation S-K and Rules 301 and 304 of Regulation S-T. We also refer you to Regulation S-T Compliance and Disclosure Interpretation 118.01. |
Company Response to Comment 4
In Amendment No. 1 to be filed, we will attach a complete copy of the articles of incorporation, as amended in searchable format as Exhibit 3.3 to the Registration Statement.
* * * * *
The Company acknowledges that:
Page 3
·should theCommission ortheStaff, acting pursuant to delegatedauthority, declare the
filing effective, it doesnot foreclosethe Commission fromtaking any action with respect tothe filing;
·the action ofthe Commission orthe staff, actingpursuanttodelegated authority,in declaring thefiling effective, does notrelievetheCompanyfromits fullresponsibilityfor the adequacy and accuracy of the disclosureinthe filing;and
·the Companymay not assert Staffcomments andthe declaration ofeffectiveness asa defense inany proceeding initiatedby the Commissionor any personunder thefederal securities laws of theUnited States.
Please contact Peter Liabotis at (416) 364-4911 or me at (206) 903-8803 if you have any additional questions or need any further clarification.
Sincerely,
/s/ Kimberley R. Anderson
Kimberley R. Anderson
Partner
cc: | Peter Liabotis |
Energizer Resources, Inc. |