On June 6, 2019, the Ontario Securities Commission (OSC) published a staff notice encouraging mining issuers to request reviews of their technical disclosure prior to filing a preliminary short form prospectus. According to the OSC, such a pre-filing review will reduce uncertainty for reporting issuers by identifying disclosure concerns before a preliminary short form prospectus is filed, and thus help to avoid delays once an offering has been launched.
Under the announced process, the OSC will, pursuant to a request by the reporting issuer, complete a review of the issuer's publicly-filed technical disclosure found in documents previously filed on SEDAR and on the issuer's website. The review will assess the issuer's current annual information form, news releases and material change reports, current technical reports, and investor presentations. According to the staff notice, the OSC will focus on identifying any material issues that could undermine the reporting issuer's ability to obtain a receipt for a short form prospectus on a timely basis.
The OSC recommends that issuers apply for a review at least 10 days before the anticipated filing date of the preliminary short form prospectus. Applications should be submitted through the OSC's electronic portal, along with a $3,800 pre-filing fee, which will be credited against the filing fee for the preliminary short form prospectus.
The recommendation for pre-filing reviews stems from consultations held as part of the OSC's burden reduction task force launched in January 2019. For more information, see OSC Staff Notice 43-706.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
