| Timmins Gold Corp. |
| Suite 615 - 700 West Pender Street |
| Vancouver, British Columbia V6C 1G8 |
| November 29, 2016 |
| VIA EDGAR |
| Rufus Decker |
| Accounting Branch Chief |
| Office of Beverages, Apparel, and Mining |
| Securities and Exchange Commission |
| 100 F Street, N.E. |
| Washington, D.C. 20549 |
| Re: | Timmins Gold Corp. (the “Company”) |
| Form 40-F for the Fiscal Year Ended December 31, 2015 | |
| Filed March 30, 2016 | |
| File No. 001-35329 |
Dear Mr. Decker:
We hereby acknowledge receipt of the comment letter, dated November 15, 2016, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Form 40-F (the “Form 40-F”). For ease of reference, we have reproduced the text of the Staff’s comment in bold-face type below, followed by the Company’s response.
___________________________
Form 40-F for the Fiscal Year Ended December 31, 2015
Exhibit 99.3
Independent Auditor’s Report
| 1. | Your audit report refers to the consolidated financial statements that are in accordance with International Financial Reporting Standards, rather than International Financial Reporting Standards as issued by the International Accounting Standards Board. Please have your auditor revise the second and opinion paragraphs of its report to state whether your consolidated financial statements are in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. |
2
Response: The Company has amended the Form 40-F to include an audit opinion that references International Financial Reporting Standards as issued by the International Accounting Standards Board in the second and opinion paragraphs thereof. Such Amendment No. 1 to the Form 40-F is being filed with the Commission concurrently with this response letter.
___________________________
Thank you for your review of this response letter. Please direct all questions or comments regarding this letter to me at 604-638-8980.
| Very truly yours, |
| /s/ Mark Backens |
| Mark Backens |
| Interim Chief Executive Officer |
| cc: | Suying Li |
| Securities and Exchange Commission | |
| Ian Harcus | |
| Timmins Gold Corp. | |
| Cameron Walls | |
| Deloitte LLP |
