The Securities Commission has granted West Red Lake Gold Mines Ltd. (the Filer) an exemption from the requirement to include certain financial statements in a business acquisition report (BAR). This decision is based on the Filer’s acquisition of Pure Gold Mining Inc. (PGM), which was structured as a share purchase to maintain essential permits and licenses for the Madsen Mine.
Due to PGM’s creditor protection proceedings and subsequent operational changes, including the resignation of key financial officers and limited financial record-keeping, the Filer is unable to provide audited financial statements for PGM for the years ended December 31, 2021, and 2022, as well as unaudited reviewed financial statements for the interim periods ended March 31, 2023, and 2022.
The exemption is conditional on the Filer including alternative information in the BAR, such as an audited statement of the assets acquired and liabilities assumed as of June 16, 2023, and technical information related to the assets acquired in the form of a Technical Report prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects.
The decision is supported by the fact that the majority of the information in the required financial statements would be irrelevant to investors since the Filer only acquired specific assets of PGM. The alternative disclosures will provide investors with sufficient information to evaluate the acquisition, particularly the value of the Madsen Mine.
The exemption is made under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations and is based on the test set out in the Legislation for the Decision Maker to make the decision. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario. The exemption is contingent upon the Filer’s compliance with applicable BAR requirements and the inclusion of the alternative disclosures.