November 7, 2011
VIA EDGAR
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: Jorge Bonilla, Staff Accountant | ||
| Dear Sirs/Mesdames: | ||
| Re: | MFC Industrial Ltd. (formerly, Terra Nova Royalty Corporation) (the “Company”) Form 20-F for the year ended December 31, 2010 Filed March 31, 2011 File No.: 001-04192 | |
The Company writes this letter in connection with the comment letter from the Securities and Exchange Commission (the “Commission”) dated September 29, 2011, respecting the Company’s Form 20-F for the year ended December 31, 2010, and the Company’s response thereto set forth in a letter dated October 12, 2011 from the Company’s counsel, Sangra Moller LLP. The Company acknowledges that:
| 1. | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2. | the 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; and |
| 3. | the Company 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. |
Yours truly,
MFC INDUSTRIAL LTD.
By:/s/ Michael Smith
Michael Smith
Chairman, Chief Executive Officer
and President