The SEC staff has commented on compliance with mining reserve disclosures pursuant to Regulation S-K 1300, such as requesting expanded disclosures concerning exploration plans and further information on categorization as proven or probable reserves. In addition, the staff has requested supplemental information that establishes technical and economic feasibility of materials designated as reserves as well as their legal ownership pursuant to Item 601(b)(96) of Regulation S-K.
Comment examples (generalized to identify overarching themes, with specific details pertaining to individual companies omitted)
Guidance references
  • Please tell us if your mineral property summary disclosure includes all properties as required by Item 1303 (a)(1) of Regulation S-K. For example we noticed that in the summary table you list eighteen active mines, however in another section of your filing you disclosed that you have twenty active mines.
  • Please revise subsequent filings to include a map of all properties, as required under Item 1303 (b)(1) of Regulation S-K. While relying on Item 1303 (b)(2)(iii) of Regulation S-K with respect to your summary disclosure please include a general description of the properties including production data.
  • We note your resource and reserve disclosure does not include the price used to determine your economic resources and reserves. See footnote to Table 1 & 2 to Item 1303(b)(3) of Regulation S-K.
  • We note your reference to sections of the technical report for details regarding key assumptions and other details, such as cutoff grade, price, and operating costs. This information is required filing disclosure and may not be incorporated by reference to an exhibit, especially if that information is also missing from the technical report. Please modify your filing to include all required disclosure. See Item 1304(d)(1) of Regulation S-K.
  • Please revise to identify the quantity or percentage of resources or reserves attributable to your interests in accordance with Item 1303(b)(3)(iii) of Regulation S-K.
  • Please disclose annual production for your properties for each of the most recently completed fiscal years preceding the filing as required by Item 1303(b)(2)(i) of Regulation S-K.
  • Resource and reserve disclosure is required for each material property pursuant to Item 1304(d)(1) of Regulation S-K. Please include this information with your individual property disclosure or include a reference from within your individual property disclosure identifying where this information is located.
  • We note that you have filed technical report summaries for each of the projects as exhibits to your filing. However, some of these do not appear to include disclosures of all material assumptions underlying the cut-off grades, such as price, cost, and recovery, as would be necessary to comply with Item 601(b)(96)(iii)(B)(11)(iii) and (12)(iii) of Regulation S-K. Please consult with the associated qualified persons to obtain and file revised technical report summaries that include all of the material assumptions underlying the resource and reserve cut-off grades to comply with the aforementioned guidance. Please determine the extent to which the required information has been provided or omitted from the other technical report summaries that you have filed, advise us of your assessments in this regard, and of any actions that you have undertaken or propose to resolve.
  • We note that a cash flow summary is provided for your various mining projects in the Exhibits. This should also include annual cash flow forecasts that are based on your annual production schedule for the life of the projects, including line items such as revenues, operating costs, capital expenditures, royalties, taxes, and any other items that must be considered in projecting after tax cash flows. See Item 601(b)(96)(iii)(B)(19)(ii) of Regulation S-K.
  • Please provide a declaration of estimated metallurgical recoveries and the qualified person's opinion on the adequacy of the information. See Item 601(b)(96)(iii)(b)(10) of Regulation S-K.
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