Abstract
The United States Securities and Exchange Commission (SEC) recently modernized their mining disclosure standards with a new Subpart 229.1300—Disclosure by Registrants Engaged in Mining Operations of Regulation S-K (S-K 1300). One of the SEC’s objectives was to align their disclosure requirements and policies more closely for mining properties with current industry and global regulatory practices and standards. The SEC’s mining staff were familiar with NI 43-101 Standards of Disclosure for Mineral Projects as there was a carve-out in the SEC’s old Industry Guide 7 mining disclosure standard allowing Canadian mining companies to use mineral property information prepared under NI 43-101.
The new S-K 1300 rules, including their requirements for a Technical Report Summary are very similar to, and in some cases identical to, those required under NI 43-101. However, there remain many important differences to consider when preparing S-K 1300 content in annual reports and registration statements that will be filed with the SEC, using mineral property information originally prepared under NI 43-101 standards.
The S-K 1300 reporting standard has been in effect through the 2021-2022 annual reporting cycle and we are now seeing the SEC staff comment letters identifying non-compliant mining technical disclosure by registrants reporting under the S-K 1300 rules. Many of the compliance issues raised by the SEC staff are directed at mining company filings that incorrectly assumed all of their estimates and technical reports prepared under NI 43-101 standards would meet the equivalent requirements under S-K 1300.
This short course will compare the disclosure standards and reporting requirements under NI 43-101 to the equivalent standards and requirements under S-K 1300, emphasizing where there are differences. The objective is to assist Qualified Persons and public company management on what should be considered when preparing disclosure documents and technical reports that were prepared under:
- NI 43-101 standards and then filing them under S-K 1300 standards, or
- S-K 1300 standards and then filing them under NI 43-101 standards.
The course presenters will also identify some of the significant compliance issues that have been raised by mining staff of the Securities Commissions in Canada when they review documents that were filed under NI 43-101 standards. The course will use case studies to illustrate technical disclosure that was considered non-compliant and what was required to address the issues raised by the Securities Commission staff in Canada or the USA.
Short Course Objectives:
The objective is to assist Qualified Persons and public company management on what should be considered when preparing disclosure documents and technical reports that were prepared under: NI43-101 standards and filing them under S-K 1300 standards, or S-K 1300 standards and filing them under NI 43-101 standards. Understand the types of compliance issues that are raised by Securities Commission mining staff in Canada and the USA.
Target Audience:
Qualified Persons preparing technical disclosure under NI 43-101 and S-K 1300 standards. Management of public companies that are dual listed in Canada and the USA, and their operational staff preparing mineral property content that may be used in public disclosure.
Learning Objectives
- The objective is to assist Qualified Persons and public company management on what should be considered when preparing disclosure documents and technical reports that were prepared under: NI 43-101 standards and filing them under S-K 1300 standards, or S-K 1300 standards and filing them under NI 43-101 standards. Understand the types of compliance issues that are raised by Securities Commission mining staff in Canada and the USA.