The British Columbia Securities Commission (BCSC) has announced steps, effective September 1, 2009, to speed up the review process for mining issuers that intend to make a short form prospectus offering under the provisions of National Instrument 44-101 Short Form Prospectus Distributions. Mining issuers for which the BCSC is the principal regulator can now request that staff in the BCSC Corporate Finance Division review the issuer's technical disclosure, filed on SEDAR, for compliance with National Instrument 43-101 Standards of Disclosure for Mineral Projects. BCSC staff will identify any potential issues that may delay either the issue of a final receipt for the short form prospectus or the communication of confirmation that they have no comments with regards to the proposed offering.
The review process will involve, at minimum, the examination of the issuer's core disclosure documents, such as the latest annual information form, the most recent technical reports for the issuer's material properties, and all news releases and material change reports since the latest annual information form. In order to take advantage of this opportunity to accelerate the prospectus qualification, issuers will need to submit written notice requesting the pre-filing review to review.request@bcsc.bc.ca at least 10 days in advance of the planned filing of the issuer's preliminary short form prospectus. Notices sent to the BCSC should contain the name of the issuer, the name and contact details of the person making the application on behalf of the issuer, a list of the issuer's material properties, and the target date for filing of the short form prospectus.
McCarthy Tétrault Notes:
While issuers should submit a review request notice early enough to ensure they receive an answer from the BCSC before the planned filing date, obtaining a review too far in advance of a planned offering may reduce the comfort level an issuer can take from the BCSC's review because material changes may occur between the date of receipt of the BCSC's review and the date of filing of the preliminary short form prospectus.
There is no cost for use of the pre-filing review service, and both the review request notice and the results of the review process itself are confidential — meaning that the use of the pre-filing review process will not act as a signal to the market that the issuer is planning to undertake a financing. Advantages of the new pre-filing review process for mining issuers include:
- increased speed of the overall prospectus review process;
- avoiding delays in the marketing of the offering; and
- reduced uncertainty of regulatory approval.
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