March 17, 2005
via U.S. mail
Charles G. Preble
President and Chief Executive Officer
Peru Copper Inc.
475 West Georgia Street, Suite 920
Vancouver, British Columbia
CANADA V6B 4M9
Re: Peru Copper Inc.
Form F-1/A filed February 25, 2005
File No. 333-121527
Response Letter dated February 25, 2005
Dear Mr. Preble:
We have reviewed the above filing and response letter and
have
the following comments. We have limited our review to the areas
commented on below. Where indicated, we think you should revise
your
documents in response to these comments. If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
revision is unnecessary. Please be as detailed as necessary in
your
explanation.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form F-1/A
General
1. Where comments on a section also relate to disclosure in
another
section, please make parallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
2. We reissue prior comment 5 regarding the need to update the
information in the prospectus with each amendment.
Risk Factors, page 6,
Risks Relating to our business and industry, page 6
We may not be able to access sufficient water..., page 8
3. Please remove the mitigating language in the last sentence
under
this heading regarding the adequacy of access to water, power and
storage facilities.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 23
4. We note your response number 35. Supplementally confirm that
the
Peruvian national for whom tuition payments have been paid is not
a
related party to the company, its directors or its officers.
Workers` Participation, page 53
5. Based on the disclosure on page 63 regarding the number of the
company`s Peruvian employees, it appears that the company may be
subject to the Workers` Participation law. As requested in our
prior
comment, please supplement the disclosure under this heading by
stating whether or not the law currently applies to you.
Material Income Tax Considerations, page 72
6. As explained in our prior comment, a U.S. investor is entitled
to
know of the material Canadian federal income tax consequences, and
not just "considerations," regarding the ownership and disposition
of
your securities. Revise the title and the text of this section
accordingly.
Plan of Distribution, page 88
7. Please identify any of the selling securityholders who are
registered broker-dealers or affiliates of registered broker-
dealers.
If you determine that any selling securityholders are registered
broker-dealers, please revise your disclosure to indicate that
such
selling securityholders are underwriters unless they received
their
shares as compensation for investment banking services. With
respect
to any affiliate of a registered broker-dealer, please disclose,
if
true, that such selling securityholder acquired its shares in the
ordinary course of business and at the time of the acquisition did
not have any arrangements or understandings with any person to
distribute the securities. If not, you must indicate that such
selling securityholder is an underwriter.
Engineering Comments
Mineral Resources, page 39
8. You state in your letter that you have revised your disclosure
in
response to our prior comment 68 (your 67), but we are unable to
locate the responsive disclosure. Consequently, we reissue our
prior
comment 68 regarding the cutoff grade concept being important to
understanding the potential of the mineral property. Disclose the
cutoff grade and a definition for the term "cutoff" that
illuminates
the fact that a cutoff grade or tenor is used to define a mineral
resource that has reasonable prospects for economic extraction.
In
establishing the cut-off grade, the economic assumptions must
realistically reflect the location, deposit scale, continuity,
assumed mining method, metallurgical processes, costs, and
reasonable
metal prices. Please call us if you have any questions with
respect
to this comment.
Exhibits
Exhibit 99.2, page 3
9. Information in the Exhibit appears to be inconsistent with the
disclosure in the prospectus. Please withdraw the exhibit or
advise
us as to why you feel the exhibit is required.
Closing Comments
Please amend your registration statement in response to
these
comments. You may wish to provide us with a marked copy of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
No other review of the registration statement has been made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.
You may contact George K. Schuler, Mining Engineer, at (202)
824-5527 if you have questions regarding the engineering comments.
Direct all other questions to Mellissa Campbell Duru at (202) 942-
1930 or, in her absence, to the undersigned at (202) 942-1870.
Please send all correspondence to us at the following ZIP code:
20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: M.Duru
K. Schuler
J. Weitzel
B. Stem
via facsimile
Christopher Schultz, Esq.
(212) 957-3983 (facsimile)
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Peru Copper Inc.
March 17, 2005
page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE