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 filed a material change report regarding the appointments and resignations of certain directors and officers during the period from May 14, 2021 to November 12, 2022, which were required to be filed at earlier date
Technical report (deficiency 2d): re-estimation of mineral reserve to conform to CIM definitions; certification by independent report authors
The Issuer reclassified cryptocurrency assets from current to non-current on a retrospective basis and provided corrective disclosure of its approach to executive compensation.
Withdrawal of forward-looking financial information (specifically future revenue and EBITDA) that was included in the Issuer’s news release and investor presentation, each dated October 20, 2022 and filed on SEDAR, and the preliminary prospectus dated October 26, 2022.
The Issuer included corrective disclosures in its Management’s Discussion & Analysis for the period ended September 30, 2022 to remedy deficiencies identified in previously filed documents, including silver-equivalency (AgEq) technical disclosure and discussion of i) the impacts of COVID-19 on the Company; (ii) the Company’s plans and expected costs related to its drilling campaigns; (iii) the effects of Argentine hyperinflation on the Company’s operations; (iv) the factors that have caused variations over the most recent quarterly periods; (v) the business purpose of certain related party transactions; and (v) the Company’s short-term and long-term objectives in the sections pertaining to liquidity and capital resources. In the news release, the Issuer also announced a new mineral resource estimate superseding the prior Preliminary Economic Assessment, which contained deficiencies.
The Issuer clarified disclosure related to its corporate presentation and website to include the name of the qualified person, revise disclosure related to a historical estimate, remove a third party research report, and remove a non-compliant fact sheet.
The Issuer filed a registration statement on Form S-1 with the United States Securities and Exchange Commission that included December 31, 2021 annual financial statements prepared in accordance with US GAAP. The Issuer’s subsequent continuous disclosure filings on SEDAR incorporate by reference the US GAAP financial statements included in the registration statement, which had not been filed on SEDAR pursuant to item 11.1 of National Instrument 51-102. The Issuer filed the Registration Statement, inclusive of the US GAAP Annual Statements, on SEDAR.
The Issuer has amended and restated the previously filed audited financial statements for the financial year ended March 31, 2022 in addressing Staff’s comments from a continuous disclosure review. Part 3.2 of Companion Policy 51-102CP Continuous Disclosure Obligations states that when an issuer changes its auditors during the periods presented in the annual financial statements and the new auditor has not audited the comparative period, the auditor’s report would normally refer to the predecessor auditor’s report unless that predecessor auditor’s report on the comparative period is reissued with the financial statements. As the new auditor’s report did not refer to the predecessor auditor’s report, the amended and restated financial statements therefore include the predecessor auditor’s report, covering the financial year ended March 31, 2021.
EdgePoint Wealth Management Inc. has amended content on its website to clarify that ESG factors are one of many considerations when making investment decisions for clients including its publicly offered mutual funds. ESG factors are not determinative to the investment decision making process.
The issuer filed executive compensation disclosure that was required to be filed at an earlier date.
Technical disclosure in news release (August 22, 2022) did not comply with NI 43-101 (deficiency 2d)
The Issuer clarified its disclosure related to the July 25, 2022 news release regarding the Mont Sorcier Iron and Vanadium Project to indicted that the PEA technical report filed on September 8, 2022 was completed by QPs that are all independent of the Issuer and the PEA was completed using only indicated mineral resources.
Reasons for Refilings: The Company amended and refiled its March 31, 2022 and December 31, 2021 Management Discussion and Analysis (“MD&A”) to enhance disclosure relating to, among other things, COVID-19 impacts, current projects of the Company and their status, overall performance, and discussions of operations, including its SponsorCoin Platform and the Hemp products and Vitamin Shots marketplace and the Ready to Drink (“RTD”) spirits and premium spirits, transactions between related parties, and liquidity and cash resources. The Company has also enhanced its disclosure regarding the regulatory framework relating to regulated Hemp and Alcohol products in each jurisdiction where the Company operates. The Company also filed a material change report regarding the appointment of Charles Sung as the CFO on March 9, 2022.
The Issuer refiled its financial statements and MD&A for the interim period ended June 30, 2022 to correct the Statements of Cash Flows, which (1) erroneously referred to the current and comparative periods disclosed as “December 31, 2022 and 2021” instead of “June 30, 2022 and 2021”; and (2) presented the incorrect financial information for the comparative period. The Q2 2022 MD&A was also revised to correct commentary related to the Statements of Cash Flows, reflecting changes to the financial information for the 2021 comparative period presented in the revised Q2 2022 financial statements, and an erroneous reference to “the three months ended March 31, 2022”, which should refer to the “the six months ended June 30, 2022”
AIF and Technical Report did not comply with NI 43-101 (deficiency 2
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, description of significant projects without revenue, liquidity and capital resources, related party transactions and material forward looking information.
Reasons for Refilings: The Company has enhanced disclosure within its Management’s Discussion & Analysis (MD&A) for the year ended December 31, 2021, relating to, among other things, overall performance, discussions of operations, including emerging market operations and the contributing growth factors, transactions between related parties, and liquidity and cash resources. The Company has also remedied prior period reporting deficiencies including providing comparative year-to-date results in the MD&A, segregation of EBITDA and adjusted EBITDA as a non-GAAP measure and disclosure regarding the regulatory framework in each jurisdiction where the Company operates. The Company has filed a material contract for a licensing and trademark agreement that had not been previously filed.
The Issuer has included enhanced disclosure in its Management’s Discussion & Analysis (MD&A) for the year ended December 31, 2021, addressing comments from Staff’s continuous disclosure review of the MD&A for the three and nine months ended September 30, 2021. These enhancements relate to, among other things, its description of business, liquidity and cash resources, discussion of operations, anticipated business operations, forward-looking information, and COVID-19 disclosures.
The issuer refiled a business acquisition report as the original filing did not contain a complete set of interim financial statements.