In case you may have missed it, the Securities and Exchange Commission (SEC) updated the Compliance & Disclosure Interpretations (C&DI) for Regulation S-K last September, 2020. The updated C&DI, published 9/20/2020, encompasses all sections of Regulation S-K but now includes some interpretation of Regulation S-K Section 155 Subpart 1300 (Regulation S-K 1300). The key C&DI points are:
- Mining registrants are required to comply with Regulation S-K 1300 on January 1, 2021 or after the first day of the first fiscal year beginning on or after January 1, 2021.
- Mining property disclosures may be incorporated by reference in some cases. However, Securities Act 411 (17 CFR 230.411) provides that information must not be incorporated by reference in any case where such incorporation would render the disclosure incomplete, unclear, or confusing. [April 29, 2020]
To date, only a handful of registrants have filed Technical Report Summaries (TRS) (Exhibit 601(b)96) under the new rule. However, with the rule going into full effect this year, we are certain to see more filings from registrants that include both Individual Disclosure of properties with a TRS and Summary Disclosure of Properties not requiring a TRS. As with anything, be certain to read the rule in its entirety and make certain your disclosure is complete before submitting it to the SEC for review. Many questions registrants will have regarding interpretation or intent of the rule may be found in the background discussion leading up to the final rule (See link to the right).