Mr. Karl Hiller
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4628
100 F. Street NE
Washington, DC 20549
U.S.A.
December 29, 2009
Dear Mr. Hiller:
| Re: Pure Nickel Inc., Form 20-F for the fiscal year ended November 30, 2008 | ||
| Filed May 19, 2009 | File No. 0-25489 | |
On December 23, 2009, Pure Nickel Inc. filed asCorrespondence on Edgar a later revised draft of Form 20-F/A in subsequent to some informal oral comments we received from Commission staff. This letter provides a summary of the changes that were reflected in that filing.
| 1. | Form 20-F/A, pages 11-12 – corrected certain figures in Item 3 tables (to conform to information presented elsewhere). |
| 2. | Form 20-F/A, page 24 – corrected certain figures in geographic distribution table (to conform to information presented elsewhere). |
| 3. | Form 20-F/A, page 64 – Removed some gratuitous wording that had been added to Item 15T(a) and (c). |
| 4. | Consolidated Financial Statements, year ended November 30, 2008 and 2007, Note 8(b), page 16 – corrected number of shares outstanding at November 30, 2006, and certain other numbers pertaining to number of shares to correctly reflect the RTO transaction. |
| 5. | Consolidated Financial Statements, year ended November 30, 2007 and 2006, Note 8(b), page 16 – corrected number of shares outstanding at November 30, 2006, and certain other numbers pertaining to number of shares to correctly reflect the RTO transaction. |
| 6. | Updated consent letter from the auditors, and the audit reports for the consolidated financial statements referred to above. |
In addition, a few references to Form 20-F in the Form 20-F/A, as well as in the CEO and CFO certifications, and in theCertification under Section 906 have been corrected to refer to Form 20-F/A.
We very much appreciate the assistance of your staff in helping us deal with these issues, and expect to file Form 20-F/A shortly.
| Yours sincerely, | |
| /s/ Jeffrey D. Sherman | |
| Jeffrey D. Sherman | |
| Chief Financial Officer |