0001493152-22-017752.txt : 20220809 0001493152-22-017752.hdr.sgml : 20220809 20220624172646 ACCESSION NUMBER: 0001493152-22-017752 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Western Magnesium Corp. CENTRAL INDEX KEY: 0001801762 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: SUITE 720 CITY: MCLEAN, STATE: VA ZIP: 22012 BUSINESS PHONE: 604-423-2709 MAIL ADDRESS: STREET 1: 8180 GREENSBORO DRIVE STREET 2: SUITE 720 CITY: MCLEAN, STATE: VA ZIP: 22012 FORMER COMPANY: FORMER CONFORMED NAME: Western Magnesium Corp DATE OF NAME CHANGE: 20200130 CORRESP 1 filename1.htm

 

Western Magnesium Corp.

8180 Greensboro Drive, Suite 720

McLean, Virginia 22102

 

June 24, 2022

 

United States Securities and Exchange Commission

100 F Street, N.W.

Washington, D.C. 20549

 

Attention:   Liz Packebusch, Staff Attorney
    Karina Dorin, Staff Attorney
    Karl Hiller, Accounting Branch Chief
    John Cannarella, Staff Accountant
     
Re:   Western Magnesium Corporation (the “Company”)
    Registration Statement on Form S-1
    Filed May 25, 2022
    File No. 333-265189

 

Ladies and Gentlemen:

 

The Company is in receipt of the staff’s oral comment on the above-referenced filing requesting disclosure of the Company’s sales of unregistered securities during the period from the end of the most recently reported quarterly period through the date of the filing the Form S-1 in Part II, Item 15. Recent Sales of Unregistered Securities.

 

Based on the staff’s comment, the Company provided the requested disclosure in each place it appeared and since the Company filed a Form 10-Q for the period ended April 31, 2022, the disclosure also included issuances during the three months ended April 30, 2022 and thereafter through the date of filing the Form S-1/A. Contemporaneously, the Company has filed a Form S-1/A (Amendment No. 1) which contains the requested disclosure.

 

In addition, since the Company filed a Form 10-Q for the period ended April 31, 2022, it has replaced the previously filed quarterly financial information for the period ended January 31, 2022 and updated all other disclosures related to the prior quarterly period throughout the Form S-1. Further, the Company updated certain disclosures regarding its business operations that have occurred since the filing of the original Form S-1.

 

We trust the foregoing and Amendment No. 1 is fully responsive to the staff’s oral comment. Further, the Company acknowledges that:

 

  ● the Company is responsible for the adequacy and accuracy of the disclosure in the filing:
     
  ● 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
     
  ● 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.

 

  Sincerely,
   
  /s/ Sam Ataya
  Sam Ataya, Chief Executive Officer

 

cc: Laura Anthony, Esq.