Introduction

The British Columbia Securities Commission recently announced that effective September 1, 2009, mining companies will be able to apply for an advance review of their technical disclosure in order to facilitate the timely receipt of a short-form prospectus.  

Background  

Companies that use the short form offering system in National Instrument 44-101 - Short Form Prospectus Distributions often have a limited window to complete their financing to obtain the best pricing and complete the distribution.  

The purpose of a pre-prospectus review is to identify any potential issues that may delay the final receipt of a prospectus. The BCSC proposes that a pre-filing review will streamline and expedite the short-form prospectus review process for mining companies for which British Columbia is the principal regulator.  

Method  

A company seeking this advance review must provide written notice to Robert Holland, Chief Mining Advisor, at review.request@bcsc.bc.ca at least 10 days prior to the date it expects to file its preliminary short-form prospectus. The notice should specify the name of the company, the name and contact details of the person making the application, a list of the company’s material properties and a target date for filing the short form prospectus.

When the BCSC receives the notice, a staff member will contact the company to confirm receipt of the notice and discuss the expected response time. Once the prefiling review is completed, the company will be contacted by the BCSC in writing to identify any potential issues or to confirm the BCSC has no comments. Companies may contact the BCSC at any time during the review process to discuss the status of the review.

The Review

The BCSC will review the company’s mining technical disclosure in records that would likely be relevant to the prospectus filing. This usually includes the company’s latest annual information form, most recent 43-101 technical reports for the company’s material properties and any news releases and material change reports filed since the AIF. There is no charge to request a pre-filing review and both the request and the BCSC’s response are not public documents.

Companies are urged to discuss the possible pros and cons of this program with their legal counsel before proceeding with a request for a pre-filing review.