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’s Annual Information Form for the year ended December 31, 2023 did not include disclosure for Richard Contreras, the Issuer’s Chief Operations Officer, as an executive officer of the Issuer as required under Form 52-102F2 Annual Information Form.
The NI 43-101 Technical Report: Preliminary Economic Assessment, Reliquias Mine had disclosed a series of exploration targets with tonnages are grades which were not categorized as measured, indicated, or inferred resource or proven or probable reserves. The tonnages and grades were also not expressed as ranges, which would be acceptable under NI 43-101 Standards of Disclosure for Mineral Projects.
The Issuer changed its year end from December 31st to June 30th and did not file the Statement of Executive Compensation (SOEC) for its transition year ended June 30th, 2023. The Issuer included this in their most recently filed Management Information Circular filed on October 1st, 2024. The press release also refers to including the SOEC for the year ended December 31st, 2022 in the latest MIC, but it was clarified in the press release dated October 18th, 2024 that the SOEC for the year ended December 31st, 2022 can be found in the MIC dated June 19th, 2023.
The Issuer did not previously file its various credit agreements with the Bank of Montreal as material contracts as required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
In connection with a continuous disclosure review by Staff of the Ontario Securities Commission, the Issuer has filed a Statement of Executive Compensation for the fiscal year ended June 30, 2023 and Articles of Amendment changing the name of the Issuer from Pinehurst Capital 1 Inc. to Silver Bullet Mines Corp. The documents were not previously filed as required pursuant to subsections 11.6 and 12.1(1)(a) of National Instrument 51-102 Continuous Disclosure Obligations, respectively.
In connection with the Commission’s review of the Issuer’s continuous disclosure record, the Issuer filed (i) statement of executive compensation for the years ended August 31, 2023 and 2022, (ii) share purchase agreement and sale agreement as material contracts, and (iii) material change report and report of exempt distribution in connection with a previous private placement. In addition, the Issuer filed a news release to clarify and update prior disclosure relating to its previously announced acquisitions.
The Issuer has refiled its primary credit agreement on SEDAR+ following a routine continuous disclosure review by Staff of the Ontario Securities Commission. Staff requested that the Issuer refile the primary credit agreement with descriptions of redacted information and with certain redactions removed in accordance with subsection 12.2(5) of National Instrument 51-102 Continuous Disclosure Obligations.
The Issuer did not carry forward material information from a past PEA Technical Report into the current technical report, the Updated Ikkari MRE. Publicly available disclosure also contained references to the past PEA Technical Report, which was unsupported by the current Technical Report. PEA related disclosure was removed from the website and corporate presentation and language was added to the short for prospectus to carve out the PEA from the 2024 AIF detailing the PEA can no longer be relied upon. A press release was also issued detailing the PEA can no longer be relied upon.
The Issuer filed a clarifying press release to provide a more fulsome update including dollar amounts of monthly sales orders, the amount of June sales orders ,and a description of advertising and promotion expenses for the same periods.
The Issuer filed an amended and restated technical report on the Boroo and Ulaanbulag Project to address several disclosure deficiencies including the qualified person and associated certificate, use of the technical report for internal purposes only, and rounding the mineral estimates to appropriate significant figures.
The Issuer filed an amended and restated technical report on the Marathon Palladium-Copper Project to revise certain disclosure involving Item 3- Reliance of Other Experts.
The Issuer filed an amended and restated technical report on the Kharmagtai Project to address several disclosure deficiencies and provide additional clarification.
The Issuer amended and restated its audited annual financial statements for the year ended December 31, 2022 as well as its interim financial reports for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 to correct an error in the application of International Financial Reporting Standards to measure the expected credit losses for a loan package that had been made to a borrower in relation to a large residential development property and has been impaired. The accompanying Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2022, and for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023 were also amended and restated to include corrective disclosure related to the expected credit losses of the loans. As a result of the corrective disclosure re-filings the Issuer also re-filed certifications of interim and annual filings for each MD&A in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
The Issuer amended and restated its audited annual financial statements for the year ended December 31, 2022 as well as its interim financial reports for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 to correct an error in the application of International Financial Reporting Standards to measure the expected credit losses for a loan package that had been made to a borrower in relation to a large residential development property and has been impaired. The accompanying Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2022, and for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023 were also amended and restated to include corrective disclosure related to the expected credit losses of the loans. As a result of the corrective disclosure re-filings the Issuer also re-filed certifications of interim and annual filings for each MD&A in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
The Issuer amended and restated interim financial reports for the period end March 31, 2023 and June 30, 2023 to add disclosure that the financial statements were not reviewed by the Issuer’s auditor. The accompanying MD&A were also amended and restated to address deficiencies related to discussion of operations. The Issuer also filed a Form 52-110F2 Disclosure by Venture Issuers which should have been previously disclosed.
The Issuer did not previously file its loan agreement with Sygnum Bank AG, as well as documents incorporated by reference into the loan agreement, and its agreement with Foundry USA Pool as material contracts as required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The Issuer also refiled the loan agreement and the July 19, 2023 amendment to the loan agreement without certain redactions as required under NI 51-102.
The Issuer filed an amended and restated material change report (the Amended MCR) in respect of its material change report originally filed on December 16, 2022 (the December 2022 MCR). The December 2022 MCR was filed in connection with the offering by the Issuer of 12% Second Lien Notes and detached warrants, including to certain related parties of the Issuer. The December 2022 MCR did not include the required disclosure regarding insider participation or disclosure in accordance with Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (MI 61-101) with respect to the offering. At the request of Staff, the Issuer filed the Amended MCR, which Amended MCR includes the previously omitted related party disclosure required under MI 61-101.
In connection with the Commission’s review of the Issuer’s continuous disclosure record, the Issuer filed (i) a notice of change of auditor relating to the appointment of a successor auditor effective February 22, 2023, and (ii) letters from the former and successor auditors relating to the notice of change of auditor pursuant to section 4.11 of National Instrument 51-102, which were required to be filed at an earlier date.
The Issuer filed an amended technical report to remove certain disclosure with respect to a “Blue Sky Scenario” regarding the Detour-Fenelon Gold Trend Property’s potential as well as certain appendices providing additional disclosure regarding the electrical and ventilation infrastructure of the Fenelon Gold project.
The Issuer did not previously file its Strategic Alliance Agreement as a material contract as required by National Instrument 51-102 Continuous Disclosure Obligations.
The Issuer re-filed management’s discussion and analysis for year ended January 31, 2023 to include corporate governance disclosures in accordance with National Instrument 58-101 Disclosure of Corporate Governance Practices and executive compensation disclosures in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the periods ended January 31, 2023, 2022 and 2021, which were required to be filed at an earlier date.