Mineral Exploration Editing and Proofreading Services

Conceptual is a word the Securities and Exchange Commission requires in a particular place. Under 17 CFR 229.1302(c)(2), a disclosure of an exploration target must appear in a separate section "clearly captioned as a discussion of an exploration target."¹ That section must carry a clear and prominent statement.¹ That statement has four parts, and the first is that the ranges of potential tonnage and grade "are conceptual in nature."¹ Two more say that exploration has been insufficient to estimate a mineral resource, and that it is uncertain whether further exploration will produce one.¹ The last says the target "does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve."¹

Words the subpart defines

Subpart 1300 of Regulation S-K defines the terms a filing may use, and they are not interchangeable. An exploration target is a statement or estimate of exploration potential "for which there has been insufficient exploration to estimate a mineral resource."² Exploration results are data and information from mineral exploration programs, a list that runs from sampling and drilling to assaying "and other similar activities."² They are the data "that are not part of a disclosure of mineral resources or reserves."² A mineral resource is a concentration of material of economic interest for which "there are reasonable prospects for economic extraction."² A mineral reserve is an estimate of tonnage and grade or quality of indicated and measured resources that, "in the opinion of the qualified person, can be the basis of an economically viable project."²

The classes inside those terms are separated by how much evidence stands behind each. An inferred mineral resource rests on "limited geological evidence and sampling," an indicated resource on "adequate geological evidence and sampling," and a measured resource on "conclusive geological evidence and sampling."² A probable reserve is "the economically mineable part of an indicated and, in some cases, a measured mineral resource."² A proven reserve "can only result from conversion of a measured mineral resource."²

Which claim decides which document, and how much of it

A registrant disclosing mineral resources or reserves must obtain a dated and signed technical report summary from a qualified person.¹ For exploration results that summary is optional, obtained at the registrant's election.¹ Having filed one for exploration results, it must file another "when there is a material change in the exploration results from the last technical report summary filed for the property."¹

The contents of that report are itemized, and how much of the list applies depends on what is being claimed. A summary reporting exploration results must, "at a minimum," provide the information specified in items 1 through 9 and 20 through 25.³ One reporting an initial assessment must, at a minimum, provide items 1 through 11 and 20 through 25, and may also include item 19.³ One reporting a preliminary or final feasibility study "must provide all of the information specified in paragraph (b)(96)(iii)(B)."³ One numbered list of contents serves all three, filled to a different extent.

Two figures that may not be added together

Paragraph 229.1303(b)(3)(ii) provides that "all disclosure of mineral resources by the registrant must be exclusive of mineral reserves."⁴ The summary reports each class of resource and each class of reserve in prescribed tables, by commodity and geographic area.⁴ It also breaks the figures out for each property holding 10 percent or more of the combined measured and indicated resources, or 10 percent or more of the reserves.⁴ Every estimate in those tables must rest on a price and a point of reference that the qualified person selected and the registrant discloses.⁴

The rule asks for a glossary

The subpart addresses vocabulary directly. Under 229.1301(d)(1), a registrant should provide "an appropriate glossary if the disclosure requires the use of technical terms relating to geology, mining or related matters, which cannot readily be found in conventional dictionaries."⁵ Paragraph (d)(2) directs that the disclosure should not carry full feasibility studies or "other highly technical data," which are furnished to the staff on request.⁵ Paragraph (d)(3) asks for plain English principles "to enhance the readability of the disclosure for investors."⁵

A statement the property description has to make

Individual property disclosure carries wording rules of its own. Location is accurate to within one mile "using an easily recognizable coordinate system," and the maps the paragraph requires "must be legible on the page when printed."⁶ Where a property is without known reserves and the proposed program is exploratory, or where extraction has begun without reserves being determined, "the registrant must provide a statement to that effect."⁶ The trigger for that sentence is an absence rather than a presence.

The signature on the report is not ours

A technical report summary is dated and signed by the qualified person, and that person may not disclaim responsibility for material a third-party specialist supplied.¹ Which category an estimate belongs in, what the evidence supports, and whether a project is economically viable are that person's determinations. Client material is treated as confidential, and what we do with it is textual. The work is a set of comparisons: a glossary term against every later use, and a caption against the four statements the rule attaches to it.

Two more follow the same form: a stated total against the parts it sums, and a class named in a table against the class named in the sentence introducing that table. Where the page and the subpart use different words, we mark the difference and leave the choice to the person who signs.