Withdrawal of Registration Statement (rw)
April 01 2016 - 3:43PM
Edgar (US Regulatory)
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390 Parkcenter Blvd, Ste 250, Boise, ID 83706
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Tel: 208.424.1027
Fax:
208.424.1030
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April 1, 2016
VIA EDGAR
Securities and Exchange
Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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U.S. Geothermal Inc.
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Request to Withdraw Registration Statement
on Form S-3 (File No. 333-209793)
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of
1933, as amended (the Securities Act), U.S. Geothermal Inc. (the Registrant)
hereby applies to the U.S. Securities and Exchange Commission (the Commission)
for withdrawal of its Registration Statement on Form S-3 (SEC File No.
333-209793), together with all exhibits thereto (collectively, the Registration
Statement). The Registration Statement was initially filed with the Commission
on February 29, 2016, and has not been declared effective. The Registrant
confirms that no securities were sold or will be sold in connection with the
offering contemplated by the Registration Statement.
The Registration Statement relates to issuable shares upon
conversion of the Registrants convertible note. The Registrant requests this
withdrawal due to having satisfied its payment obligations under the convertible
note through methods other than issuing shares of its common stock.
The Registrant understands that the filing fees it paid will be
held by the Commission pursuant to Rule 477 under the Securities Act and Rule
457(p) under the Securities Act, and may be applied to a future registration
statement.
Should you have any questions regarding this matter, please do
not hesitate to contact our attorney, Kimberley Anderson of Dorsey & Whitney
LLP, at (206) 903-8803.
Very truly yours,
U.S. Geothermal Inc.
By:
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/s/ Kerry D. Hawkley
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Kerry D. Hawkley
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Chief Financial Officer and Corporate
Secretary
cc: Kimberley Anderson,
Dorsey & Whitney LLP
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Website
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www.usgeothermal.com
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