September 18,
2019
Roger May
Chief Executive Officer
Graphene & Solar Technologies Limited
433 N. Camden Dr., Ste. 600
Beverly Hills, CA 90210
Re: Graphene & Solar Technologies Limited
Form 10-K for the fiscal year ended September 30, 2018
Filed January 23, 2019
File No. 333-174194
Dear Mr. May:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-K for the fiscal year ended September 30, 2018 filed January 23, 2019
Item 2. Properties, page 4
1. Please disclose the information regarding your land and mineral rights
for each of your
material properties pursuant to paragraph (b)(2) of Industry Guide 7. If
you have
identified properties in your filing that are not material, include a
statement to that effect
in your disclosure and clarify your intentions. For each material
property include the
following information:
The nature of your ownership or interest in the property.
A description of all interests in your properties, including the terms
of all underlying
agreements and royalties.
An outline of the process by which mineral rights are acquired at the
location including
details concerning the basis of entitlement and duration of your mineral
rights, surface
Roger May
FirstName& Solar Technologies Limited
Graphene LastNameRoger May
Comapany 18, 2019
September NameGraphene & Solar Technologies Limited
Page 2
September 18, 2019 Page 2
FirstName LastName
rights, mining claims or concessions.
An indication of the type of rights or claims such as placer or
lode, exploration or
exploitation, State or Federal, patented or unpatented, lease or
concession.
Please include certain identifying information, such as the property
names, claim
numbers, grant numbers, mining concession name or number, and dates of
recording and
expiration such that your claims may be distinguished from other
claims that may exist in
the area or your properties. If necessary, include this information as
an exhibit to your
filing.
The conditions that must be met to retain your rights, claims or
leases, including the
quantification and timing of all necessary payments.
The area of your claims, either in hectares or in acres.
2. Please disclose the information required under paragraph (b) of
Industry Guide 7 for all
material properties listed under this heading. For any properties
identified that are not
material, please include a statement to that effect, clarifying your
intentions. For each
material property include the following information:
The location and means of access to your property, including the
modes of transportation
utilized to and from the property.
A brief description of the rock formations and mineralization of
existing or potential
economic significance on the property.
A description of any work completed on the property and its present
condition.
The details as to modernization and physical condition of the plant
and equipment,
including subsurface improvements and equipment.
A description of equipment, infrastructure, and other facilities.
The current state of exploration of the property.
The total costs incurred to date and all planned future costs.
The source of power and water that can be utilized at the property.
If applicable, provide a clear statement that the property is
without known reserves and
the proposed program is exploratory in nature.
Roger May
FirstName& Solar Technologies Limited
Graphene LastNameRoger May
Comapany 18, 2019
September NameGraphene & Solar Technologies Limited
Page 3
September 18, 2019 Page 3
FirstName LastName
3. Please expand your disclosure concerning the exploration plans for the
properties as
required by paragraph (b)(4)(i) of Industry Guide 7. The exploration
plan should address
the following points:
Disclose a brief geological justification for each of the
exploration projects written in
nontechnical language.
Give a breakdown of the exploration timetable and budget, including
estimated amounts
that will be required for each exploration activity, such as
geophysics, geochemistry,
surface sampling, drilling, etc. for each prospect.
If there is a phased program planned, briefly outline all phases.
If there are no current detailed plans to conduct exploration on the
property, disclose this
prominently.
Disclose how the exploration program will be funded.
4. We note your disclosure regarding 15 million tons of 99% pure high
purity quartz. Please
note that only proven and probable reserves based on a final
feasibility study may be
disclosed in filings with the United States Securities and Exchange
Commission pursuant
to the Instructions to Paragraph (b)(5) of Industry Guide 7. Please
forward to our engineer
as supplemental information and not as part of your filing, the
information that establishes
the legal, technical, and economic feasibility of the materials
designated as reserves, as
required by paragraph (c) of Industry Guide 7. The information
requested includes, but is
not limited to:
Property and geologic maps.
Description of your sampling and assaying procedures.
Drill-hole maps showing drill intercepts.
Representative geologic cross-sections and drill logs.
Description and examples of your cut-off calculation procedures.
Cutoff grades used for each category of your reserves.
Justifications for the drill hole spacing used to classify and
segregate proven and
probable reserves.
Roger May
Graphene & Solar Technologies Limited
September 18, 2019
Page 4
A detailed description of your procedures for estimating reserves.
Copies of any pertinent engineering or geological reports, and
executive summaries of
feasibility studies or mine plans including the cash flow analyses.
Copies of any pertinent marketing studies.
A detailed permitting and government approval schedule for the
project, particularly
identifying the primary environmental or construction approval(s) and
your current
location on that schedule.
Please provide this information on a CD, formatted as Adobe PDF files.
You may ask to
have this information returned by making a written request at the time
it is furnished, as
provided in Rule 12b-4 of Regulation 12B.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact John Coleman at 202-551-3610 or Pam Howell at
202-551-3357 if you
have questions regarding comments.
Sincerely,
FirstName LastNameRoger May
Division of Corporation
Finance
Comapany NameGraphene & Solar Technologies Limited
Office of Beverages, Apparel
and
September 18, 2019 Page 4 Mining
FirstName LastName