On April 9, 2015, the Canadian Securities Administrators (CSA)
published CSA Staff Notice 43-309 - Review of Website Investor
Presentations by Mining Issuers (the Staff Notice), which
summarizes the findings of a review of 130 investor presentations
(the Reviewed Presentations) posted on websites of pre-production
stage mining issuers. The Staff Notice reminds mining issuers that
investor presentations and other information found on an
issuer's website constitute "written disclosure" for
the purposes of National Instrument 43-101 – Standards of
Disclosure for Mineral Projects (NI 43-101) and, therefore,
must comply with NI 43-101's disclosure requirements as well as
the forward looking information (FLI) requirements of National
Instrument 51-102 – Continuous Disclosure
Obligations. The Staff Notice also suggests ways to improve
compliance in designing investor presentations and websites to meet
The CSA found a number of areas in which there is room for
improvement for mining issuers to strengthen compliance with
securities legislation and to improve their disclosure to
investors; the key suggestion being having a qualified person (QP)
review technical disclosure in investor presentations and in other
website disclosure. In particular, the CSA found a high level of
non-compliance in the following areas:
Including preliminary economic assessment cautionary
Including the mandatory caution that mineral resources that are
not mineral reserves do not have demonstrated economic viability
and stating whether mineral resources include or exclude mineral
Expressing potential quantities and grade of exploration
targets as ranges and including the required cautionary statements
outlining the target limitations.
Failure to include the source, date, reliability, key
assumptions and the required cautionary statements when disclosing
Disclosure of quality assurance/quality control
Verification of data by the QP.
In addition to those areas of a high level of non-compliance,
the CSA identified a number of areas for additional improvement,
including the use of only pre-tax financial results, missing
material factors and assumptions used to prepare FLI disclosure,
and financial results not supported by a technical report. The
Staff Notice cautions that the use of certain terms and statements,
such as "world-class", "spectacular",
"production ready" or "ore" in relation to
mineral resources, might be overly promotional or misleading.
The CSA expects mining issuers to use the Staff Notice to
strengthen their compliance with securities legislation and to
improve their disclosure to investors. The CSA will be continuing
its review of mining issuers' website disclosure and will
require deficiencies to be corrected, failing which a defaulting
issuer may be placed on the reporting issuer default list or
ordered to cease trade until the deficiency is corrected.
For more details about CSA's review and staff commentary,
see the CSA Staff Notice.
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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