Sandfire Resources America F7/A Registration of securities, offered for cash upon the exercise of rights granted to existing security holders (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM F-7

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SANDFIRE RESOURCES AMERICA INC.
(Exact name of Registrant as specified in its charter)

___________________________________________________
(Translation of Registrant’s name into English (if applicable))

British Columbia
(Province or other jurisdiction of incorporation or organization)

1040
(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable
(I.R.S. Employer Identification Number (if applicable))

10^th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5, Canada
(604) 687-1224
(Address and telephone number of Registrant’s principal executive offices)

Tintina Montana, Inc. 17 East Main Street, White Sulphur Springs, Montana USA, PO Box 431
59645 (406) 547 3466
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. [ ]

Explanatory Note

The sole purpose of this Amendment No. 1 to the Form F-7 registration statement filed on September 14, 2017 (the “Original Filing”), SEC File No. 333-220454 (the “Form F-7”) is to remove the I.R.S. Employer Identification Number (the “EIN”) in the cover page of the Form F-7. The EIN was for the wrong entity and is hereby removed from the Form F-7 and replaced with “Not Applicable”.

Except for the amended disclosure described above, the Company has not modified or updated the disclosures presented in the Original Filing. Information not affected by this amendment remains unchanged and reflects the disclosures made at the time the Original Filing was filed. Therefore, this Amendment No. 1 should be read in conjunction with the Original Filing.

PART II—INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

EXHIBIT INDEX

Exhibit	Description

99.1*	Consolidated financial statements for the twelve months ended June 30, 2017 and the nine months ended June 30, 2016

99.2*	Management Discussion and Analysis for the twelve months ended June 30, 2017

99.3*	Notice of Annual General Meeting dated September 27, 2016 and Information Circular as at September 23, 2016

99.4*	Consent of Ernst & Young LLP

99.5*	Consent of Jerry Zieg

99.6	Power of Attorney

*Previously filed as an exhibit to the Company’s Registration Statement on Form F-7 filed with the SEC on September 14, 2017.

SIGNATURES

Pursuant to the requirements of the United States Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-7 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Country of Canada, on the 12^th of December, 2018.

SANDFIRE RESOURCES AMERICA INC.

	By:
		/s/ Robert Scargill
		Robert Scargill
		Chief Executive Officer

POWER OF ATTORNEY

The Registrant and each person whose signature appears below constitutes and appoints Robert Scargill as attorney-in-fact with full power of substitution to execute in the name and on behalf of the issuer and each such person, individually, and in each capacity stated below, one or more amendments (including post-effective amendments) to the registration statement as the attorney-in-fact acting in the premises deems appropriate and to file any such amendment to the registration statement with the SEC.

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Robert Scargill	Chief Executive Officer, and Director	December 12, 2018
Robert Scargill	(principal executive officer)

/s/ Matthew Fitzgerald	Chairman of the Board of Directors	December 12, 2018
Matthew Fitzgerald

/s/ Alan L. Joscelyn	Director	December 12, 2018
Alan L. Joscelyn

/s/ Bruce Hooper	Director	December 12, 2018
Bruce Hooper

/s/ Chris K. Hedrich	Director	December 12, 2018
Chris K. Hedrich

/s/ Anthony Jackson	Chief Financial Officer (principal financial officer)	December 12, 2018
Anthony Jackson

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Amendment No. 1 to the Registration Statement, solely in the capacity of the duly authorized representative of Sandfire Resources America Inc. in the United States in the state of Montana in the city of White Sulphur Springs on the 12^th of December, 2018.

	/s/ Nancy Schlepp
	Name: Nancy Schlepp
	Title: Corporate Secretary

Sandfire Resources America (SRAFF) F-7/ARegistration of securities, offered for cash upon the exercise of rights granted to existing security holders (amended)