https://www.bcsc.bc.ca/-/media/PWS/New-Resources/Industry/Issuer-Regulation/Guidance-by-Sector/Mining/Mining-Disclosure-Roundup-Presentation-2020.pdf
TSX-V: Events Deemed Material in Nature
objectives
When can Material Information be kept confidential?
• When immediate disclosure would be unduly detrimental to the interests of
the company
– Provide competitors with significant benefit
(e.g. loss of corporate opportunity)
– Impair the ability of the company to complete a transaction
(e.g. raise the acquisition price, invite competitive bids)
• NOT because stock likely to drop with the announcement!
• RARE - Only allowed in isolated and restricted circumstances, and in
accordance with Securities Laws
Timing and Dissemination
• Disclosure of Material Information should be:
– Prompt (Subject to pre-filing with IIROC)
– Simultaneous
– Thorough
• Material Information must be disclosed “immediately”
(however, ‘reasonable’ time allowed to prepare disclosure)
• News release must be distributed via full text commercial news release
dissemination service
(*TSX has list of acceptable providers, TSX-V does NOT)
• Follow-up news release must receive the same or greater dissemination
• Request Halt when disclosing significant Material Information during
trading hours (contact IIROC)
News Release Guidelines
1. State specific facts
– Convey specific and accurate facts
– Avoid subjective terms and overly promotional language
2. State all the facts
– State all relevant information about the matter being disclosed
– Failure to state information necessary to make a statement not
misleading is just as serious as making a false statement
3. Make balanced presentation of the facts
– Report positive and negative results
4. QP MUST be involved
– Name QP who reviewed & approved, and relationship to Company
Overly Promotional
• Avoid superlatives
• Lots of warnings issued (don’t rely on other news releases)
• CEO/President “quotes” common offender
Exploration Results
• Source of information
• Geophysical and geochemical anomalies
(an anomaly does not mean you have found a mineral
deposit)
• Sampling (provide details: type, number, location)
• Drilling (Report results for all holes, not just the best, true
width, hole locations)
• Report good and bad results
• Clearly distinguish between new and previously disclosed
results
Analytical Results
• Analytical method (ICP, AA, fire assay, etc.)
• Name and location of Laboratory
• Lab certification/accreditation or lack thereof
• Comment on QA/QC
• Note any non-standard sampling, preparation or
procedures
• Provide relevant statistical details (range & distribution)
• Selective disclosure prohibited (NO “values up to…”)
• Gross metal value NOT acceptable
Visual Observations
• Prohibited:
– Visual estimates of grade (e.g. 1% copper)
– Visual estimates of mineralization (e.g. 5% chalcopyrite)
• Not Prohibited:
– Factual observations (e.g. visible gold)
– Photos
• NOT RECOMMENDED (recommend waiting for assay
results)
• Strongly recommend pre-filing with IIROC