United States securities and exchange commission logo
December 14, 2022
Alan M. Brown
President, CEO, CFO, and Director
TOMBSTONE EXPLORATION CORP
6529 E. Friess Drive
Scottsdale, AZ 85254
Re: Tombstone
Exploration Corporation
Form 20-F for the
fiscal year ended December 31, 2021
Filed June 29, 2022
File No. 000-29922
Dear Alan M. Brown:
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 20-F for the fiscal year ended December 31, 2021
Risks Associated with Mining, page 5
1. We note you reference
Industry Guide 7 in this section and elsewhere in your filing.
Please note that
Industry Guide 7 has been replaced by Section 1300 of Regulation S-K.
Please change your
references and make the appropriate changes in your filing to comply
with Section 1300 of
Regulation S-K.
The Bonanza Project, page 11
2. Summary disclosure
includes the disclosure of all properties, which includes both your
material and
non-material properties pursuant to Item 1303(a) of Regulation S-K. Please
revise this section of
your filing to include the required information under Item 1303(b) of
Regulation S-K for all
your properties and disclose how you determined which of your
properties are
material.
Alan M. Brown
FirstName LastNameAlan M. Brown
TOMBSTONE EXPLORATION CORP
Comapany14,
December NameTOMBSTONE
2022 EXPLORATION CORP
December
Page 2 14, 2022 Page 2
FirstName LastName
3. We also note your individual property disclosure is incomplete. Please
modify your filing
to provide complete individual property disclosure as required by Item
1304(b) of
Regulation S-K.
4. We note your disclosure of an estimated tonnage, grade and
metallurgical recovery for
your dump/tails heap leach operation. Please disclose the source of
this information,
comment on the accuracy of the estimate, and provide addition detail
in regards to
volumetric calculations, sampling, and metallurgical testing. In
addition, please state
whether this tonnage and grade estimate is a resource, reserve, or an
exploration target.
5. We note you refer to an exploration target on your Bonanza Area Claim
Block with has
defined 250-350k Oz Au target areas and a 1-1.5 MM Oz Au overall
potential. Please
revise your disclosure to conform to the requirements of Item
1304(g)(5) of Regulation S-
K.
6. We note you disclose exploration of your property has revealed
significant gold and silver
reserves, as described in your press release on April 15, 2020. Please
make the
appropriate resource/reserve disclosure and provide a technical report
summary as
required by Item 1302(b) of Regulation S-K.
Recent Developments on Operations, page 13
7. We note your disclosure in this section of 500,000 tons of already
mined material, which
has been tested to show upwards of 26,000 50,000 oz. of gold.
Please state whether this
tonnage and grade estimate is a resource, reserve, or an exploration
target and provide
additional detail in regards to volumetric calculations, sampling, and
metallurgical testing.
2021 updates, page 14
8. Please report your annual production as required by Item 1303(b)(2)(i)
of Regulation S-
K. This would include your tonnage and grade placed on the heap leach
pad, total
quantity of dore with the contained or sales of gold and silver. In
addition, please explain
why no revenues are reported when Metals Research/Metalor USA received
your dore
material.
The Tombstone Project, page 20
9. We note you report the highest sample results in this section. When
reporting the results
of sampling and chemical analyses, please revise your disclosure to
address each of the
following regarding mineralization of existing or potential economic
significance on your
property:
Disclose only weighted-average sample analyses associated with a
measured length
or a substantial volume.
Eliminate all analyses from grab or dump samples,
unless the sample is of a
substantial and disclosed weight.
Eliminate all disclosure of the highest or best values/grades of
sample sets, presenting
Alan M. Brown
TOMBSTONE EXPLORATION CORP
December 14, 2022
Page 3
balanced disclosure of the drill and sampling results
Eliminate grades disclosed as up to or as high as
or ranging from.
Eliminate statements containing grade and/or sample-width
ranges.
Aggregated sample values from related locations should be
aggregated based on a
weighted average of lengths of the samples.
Generally, use tables to improve readability of sample and
drilling data.
Soil samples may be disclosed as a weighted average value over
an area.
Refrain from reporting single soil sample values.
Convert all ppb quantities to ppm quantities for disclosure.
Avoid optimistic descriptive adjectives such as high-grade or
ore-grade.
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 George K. Schuler at 202-551-3718 if you have questions
regarding the
engineering comments or Craig Arakawa at at 202-551-3650 with any other
questions.
FirstName LastNameAlan M. Brown Sincerely,
Comapany NameTOMBSTONE EXPLORATION CORP
Division of Corporation Finance
December 14, 2022 Page 3 Office of Energy & Transportation
FirstName LastName