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What Does This Blog Consider?
This blog looks at the BCSC's Decisions & Orders filings and attempts to reverse engineer the working policies the commission follows in its review of NI43-101 reports. Specifically, when and for what type of reasons has the BCSC acted in the past. On March 10, 2011, a query on the keyword "43-101" returned 111 Decisions and Orders that have been issued by the BCSC since 2004. I have broken the search results down into the following classifications and mapped the BCSC Decision and Orders into the best fitting of the following categories (more details for each order are provided in a subsequent sub sections): Interesting Decisions and Orders: 10.8% of decisions and orders fall in this category. Routine Business Decisions and Orders (Discretionary): 31.5% of decisioins and orders is this category. Did Not File Decisions and Orders: 44.1% of decisions and orders is in this category. Decisions and Orders for Companies Without a Sedar Presence (OTCBB Listed Companies that do NOT file at Sedar): 13.5% of decisions and orders is in this category. Note: If you search the key word "43-101" using the advanced search option on March 11, 2011, you see 171 results under Decisions & Orders. Of the 171, 60 results are from the year 2003 or earlier and were not included in the above counts. Interesting Decisions and Orders
Decisions and orders in the category are typically initiated by the BCSC and which deal with some aspect of an NI43-101 report. Specific quotes are included to provide further insight. In my opinion, the following orders fall in this category: D&O 2010/11/04 Ross Stanfield, Bul River Mineral Corporation and Gallowai Metal Mining Corporation [Variation Order] -- order to disseminate a technical report, that is fully compliant with National Instrument 43-101. D&O 2009/11/27 Getty Copper Inc. [Cease Trade Order] -- Preliminary Feasibility Study Technical Report of the Getty Copper Project June 9, 2009 (207 pages) was amended as Preliminary Feasibility Study Technical Report of the Getty Copper Project June 9, 2009 as amended May 3, 2010 (217 pages). The June 2009 document presented 321.27 million pounds of copper in the Indicated category (unchanged in the May 2010 document). The June 2009 document presented 64.64 million pounds of copper in the Inferred category (unchanged in the May 2010 document). Similary the Molybdenum Resource was unchanged between the June 2009 and May 2010 documents. However, the Indicated (Inferred) copper grade shown in Summary of Getty Indicated and Inferred Mineral Resources was 0.400% (0.352%) in the the June 2009 version but 0.373% (0.275%) in the May 2010 update. My conclusion is that the BCSC tested the report's ore grade, ore tonnes and contained metal quantities, spotted inconsistencies and requrested a correction. The consequences for Getty Copper shareholders was however material -- GTC.v didn't trade between November 25, 2009 and June 8, 2010. D&O 2009/06/24 John Gregory Paterson [Order & Settlement Agreement] -- the agreed facts of the case include the fact that John Gregory Paterson, a professional geologist, and CEO of Southwestern, was responsible for the erroneous and excessive gold grades reported in a Southwesternís press releases. The order included a stipulation that Paterson be permanently prohibited from acting as a director or officer of any issuer except an issuer of which all the securities are owned beneficially by him or his spouse. D&O 2007/10/04 Brent Glen Jardine [Order and Settlement Agreement] -- this settlement centered around misrepresentation in a news letter, quoting from the D&O: "Newsletter contained highly promotional statements about Aberdeneís Tuscarora gold property". Mr. Jardine was order to resign from any director or officer positions and is prohibited from engaing in investor relations active for a period of two year. Mr. Jardine also paid a $50,000 fine to the BCSC. D&O 2007/07/31 Robert Weicker [Settlement Agreement] -- Mr. Weicker a professional geologist issued misleading news releases, including failing to disclose a resource had not been demonstrated to be current under NI 43-101. Mr. Weicker was ordered to pay the commission to $30,000, take courses about mining disclosure for public companies, and barred from certain activities for 1 year. D&O 2007/08/02 Andean American Mining Corp. [Cease Trade Order] -- commission staff reivewed a technical report and found it was not completed in accordance with National Instrument 43-101 ñ Standards of Disclosure for Mineral Projects and Form 43-101F1 Technical Report. D&O 2005/01/13 Stewart Jackson [Settlement Agrmnt] -- issues included improper disclosure of exploration target. The bulk tonnage statements viloated section 2.3(2) of the NI 43-101 because potential quantity and grade of the deposit as ranges, they did not include proximate statements that the potential quantity and grade was conceptual in nature, that there had been insufficient exploration to define a mineral resource on the Project and they did not disclose the basis on which the potential quantity and grade were determined. A company web site was at issue as well. Settelemnts include a 3 year ban from disseminating mining disclosures and a $10,000 fine paged to the commission. D&O 2004/12/24 Barry Whelan [Settlement Agreement] -- Mr. Whelan was a director of a natural resource company. The ruling included charges of improper disclosure of exploration target (potential quantity and grade should have been disclosed as ranges, failed to state the potential quanntity and grade were conceptual in nature, and the like). Undertakings included restrictions on disseminating mining disclosures for 2 years except under the supervision of a director and paying the commission $5,000. D&O 2004/11/24 Stewart Jackson, et al. [Amended Notice of Hearing] -- failure to disclose qualified person and improper disclusre of exploration target. D&O 2004/11/17 Yvonne Cole [Settlement Agrmnt] -- failure to disclose qualified person, improper disclosure of exploration target, misleading statements... It is worth noting that the BCSC had warned the company to stop making misleading statements, they agreed to stop but then continued to make misleading statements. The undertakings included paying a fine of $2,500 and to undertake study concerning the duties and responsibilities of directors and officers of public companies. D&O 2004/11/10 Canadian Metals Exploration Ltd. [Settlement Agrmnt] -- failure to file, failure to disclose qualified person, improper disclouser of exploration target, misleading statemnts, ignoring warnings about misleading statements... Undertakings included a $20,000 payment to the commission plus restrictions on future activities. D&O 2004/03/08 Neil Russel Swift [Sec. 161 & Settlement Agrmnt] -- disclosures were not in compliance with National Policy 43-101. Order included a $10,000 payment to the BCSC and a three year restriction on acting as a director or officer of any issuer. Routine Business Decisions and Orders
Companies may request decisions from the BCSC in the ordinary conduct of business. Typically, companies are requesting exceptions for certain policies. In my opinion, the following orders fall in this category:
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