Refilings and Errors List
On October 25, 2002, we introduced the Refilings and Errors List (the List) on the Commission's web site. The purpose of the List is to provide transparency to the market when, during a staff review, an issuer has amended its CD record, website or social media.
The List identifies issuers and investment funds with deficiencies identified during a staff review and that leads to Corrective Disclosure and will result in the issuer or investment fund being placed on the List. Please note that we will add the name of an issuer or investment fund to the List irrespective of whether the deficiency was identified by staff, by the issuer or investment fund or their advisors during the review process. We will also add the issuer or investment fund to the List regardless of whether the Commission ordered the filing or refiling, or the issuer or investment fund took this step voluntarily.
An issuer or investment fund’s name will be kept on the List for a period of three years from the date the Corrective Disclosure is made to the Continuous Disclosure record or website, or on social media. After the three-year period, the issuer or investment fund’s name will be archived.
For additional information and examples regarding Corrective Disclosure, please refer to OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors
The Issuer included corrective disclosures in its Management’s Discussion & Analysis for the annual period ended December 31, 2021 to remedy deficiencies identified in previously filed documents, including disclosures related to the Issuer’s business and operations, related party transactions, discussion of operations, liquidity and capital resources, quarterly results, impact of COVID-19, risk disclosures, etc.
The Issuer restated its annual financial statements for the year ended December 31, 2020 (the Restated Financial Statements) and associated Management Discussion & Analysis (MD&A). The Restated Financial Statements and MD&A were restated to correct an error relating to the Issuer’s accounting treatment for its metal stream agreement with Triple Flag Finance Bermuda (the Stream Agreement). The correction of this error resulted in the Issuer accounting for the Stream Agreement as a derivative at fair value through profit and loss in its entirety. Furthermore, the correction of this error also resulted in changes to the revenue previously recognized and the presentation of certain items in the Consolidated Statement of Cash Flows.
The Issuer filed an amended technical report on the Don Mario property to provide one current technical report in respect of a property and to include several areas of required disclosure that were missing.
The Issuer has included enhanced disclosure in its Management’s Discussion & Analysis (MD&A) for the three months ended September 30, 2021. These enhancements relate to, among other things, its liquidity and cash resources, discussion of operations, its projects, expenditures made, and the timing and costs anticipated to advance the Issuer’s projects to the next stage.
The Issuer amended and restated its interim financial statements for the period ended September 30, 2021 to adjust revenue recognition relating to the reporting of end-user discounts that were initially recorded as sales & marketing expenses.
Technical report did not comply with NI 43-101 (Deficiency 2d)
The Issuer filed an amended technical report on the Toroparu Project to address several issues including refence to mineral resources within the PEA mine plan and rounding the mineral resource estimate to significant figures.
The Company clarified its disclosure related to reporting of an exploration target on the Omai Project.
The company filed a material change report related to the previously disclosed credit agreement (Credit Agreement) entered into with Edgepoint Wealth Management and two existing investors.
The Company also filed the Credit Agreement under its SEDAR profile.
The Company announced its intention to amend and refile the Don Mario Technical Report to address certain technical disclosure that does not comply with the requirements of NI 43-101. The amended Technical Report will be refiled by March 16, 2022.
Reasons for refiling: The Issuer amended and restated, its management discussion and analysis for the three and nine months ended June 30, 2021 (the Q3 2021 MD&A). The Q3 2021 MD&A was refiled to: (i) provide updates on forward-looking information disclosed in the Issuer’s Filings Statement dated March 19, 2021 (the Filing Statement), (ii) provide updates on the status of projects relative to statements made regarding such projects in the Filing Statement, including expenditures made to-date and anticipated timing and costs to take each project to the next state of the plan (iii) provide a comparison of how the Issuer has used proceeds from prior financings, relative to the Filing Statements, (iv) enhance disclosures relating to the Issuer’s liquidity and capital resources (v) enhance disclosures relating to the Issuer’s regulatory framework (vi) enhance disclosures relating to the Issuer’s year to date financial results and (vii) provide an update on the Issuer’s trademark applications
The Issuer did not file its executive compensation disclosure for the year ended December 31, 2020 as required by subsection 9.3.1(2.2) of National Instrument NI 51-102 Continuous Disclosure Obligations. The Issuer filed this executive compensation disclosure on SEDAR, on January 6, 2022, as part of its management information circular. The Issuer announced this corrective disclosure in a news release dated February 18, 2022.
The Issuer amended and restated its Interim Financial Statements and Management’s Discussion & Analysis for the interim period ended September 30, 2021 to reflect an impairment of the evaluation and exploration assets given the Issuer’s change of business. The Q2 MD&A also included enhanced disclosures regarding its business and operations, R&D activities, forward looking information and liquidity and capital resources.
In addition, the Issuer also issued a material change report to clarify and provide updates to a number of news releases issued over the past year and disclosures included in continuous disclosure documents, including the development of its patent-pending antimicrobial ZENGuard compound, its licensing status with Health Canada, its commercial revenue generating agreement with Trebor Rx Corp., the development of the Company's planned industrial scale production plant, and certain of its other previously disclosed initiatives and partnerships.
Reasons for refiling: The Issuer amended and restated, its management discussion and analysis for the year ended December 31, 2020 (the 2020 Annual MD&A). The 2020 Annual MD&A was refiled to clarify the following: (i) the Issuer’s e-Commerce business is currently its main revenue source (ii) provide disclosures by segment of gross profit, cost of sales and other relevant factors for the e-Commerce and Artificial Intelligence segments as well as the Issuer’s future business plans in respects to both segments. Additionally, the Issuer issued a clarifying press release to update previously disclosed forward looking revenue forecasts set forth in its press releases dated January 12 and 15 of 2021 and February 16, 2021. As noted in the clarifying press release, the Issuer’s previously disclosed revenue projection of $50-$60 million for fiscal 2021 is now expected to be $26 million.
The Issuer filed a material contract, which was required to have been filed at an earlier date.
The Issuer has included enhanced disclosure in its Management’s Discussion & Analysis (MD&A) for the three months ended September 30, 2021. These enhancements relate to, among other things, its liquidity and cash resources, discussion of operations, its projects, expenditures made, the timing and costs anticipated to advance the Issuer’s projects to the next stage, and the regulatory framework relating to psychedelic substances in each jurisdiction where the Issuer operates. In addition, the Issuer filed its management information circular on November 18, 2021, which included the statement of executive compensation disclosure required by Form 51-102F6V that was previously omitted. This disclosure was required to be filed in accordance with subsection 9.3.1(2.2) of NI 51-102.
The Issuer had amended and restated its management’s discussion and analysis (the “MD&A”) for the three and six months ended June 30, 2021 and included disclosure in the MD&A for the for the three and nine-months ended September 30, 2021 in respect of the following: (1) provide the required discussion and analysis of operations, including description of projects that have not yet generated revenue; (2) provide enhanced discussion and analysis contained in the Liquidity and Capital Resources section; (3) provide discussion of the material factors and assumptions underlying previously disclosed forward-looking information, as well as updates to and withdrawals of certain previously disclosed forward-looking statements.
The Issuer amended and restated, its management discussion and analysis for the three and six months ended June 30, 2021 (the Q2 Interim MD&A) as well as its condensed consolidated interim financial statements for the six months ended June 30, 2021 (the Q2 Interim Financial Statements). The Q2 Interim MD&A was refiled to correct certain deficiencies including disclosures relating to: (i) the Issuer's operations, business objectives, and relationships with third parties, (ii) the marketing expenditures incurred by the Issuer during the three and six month period ended June 30, 2021, (iii) the regulatory framework governing the Issuer's operations in Canada and the United States, (iv) the Issuer's revenue, liquidity, and working capital, and (v) the impact of the COVID-19 pandemic on the Issuer. The Q2 Interim Financial Statements were amended and restated to: (i) recognize approximately USD $83,000 in share based compensation payable to certain consultants of the Issuer, accrued during the six months ended June 30, 2021, and (ii) correct certain incorrect disclosure in respect of the consideration paid by the Issuer in connection with the reverse takeover transaction completed by the Issuer with Potbotics Inc., in April 2021.
The Issuer amended and refiled its Management’s Discussion & Analysis for the year ended June 30, 2021 and the three and nine months ended March 31, 2021 to provide enhanced disclosures of the following: status of the Issuer’s business, analysis of revenues and expenses, discussion of liquidity and capital resources, disclosure about projects that have not yet generated revenue and risk factor disclosure.