OMB Supporting Statement Mining Registrants Proposing Release Final (02-07-2019)

OMB Supporting Statement Mining Registrants Proposing Release Final (02-07-2019).pdf

Form S-1 Registration Statement

OMB: 3235-0065

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SUPPORTING STATEMENT FOR PROPOSED RULES
UNDER THE SECURITIES ACT OF 1933 AND
THE SECURITIES EXCHANGE ACT OF 1934
This supporting statement is part of a submission under the Paperwork Reduction Act of
1995, 44 U.S.C. §3501, et seq.
A.

JUSTIFICATION

1.

CIRCUMSTANCES MAKING THE COLLECTION OF INFORMATION
NECESSARY

On June 27, 2016, the Securities and Exchange Commission (the “Commission”)
proposed rule and form revisions that would modernize the property disclosure requirements for
mining registrants. Currently, these disclosure requirements are set forth in Item 102 of
Regulation S-K and in Industry Guide 7. This disclosure regime involves overlapping disclosure
requirements and policies in different locations (Regulation S-K and Industry Guide 7), as well
as a significant amount of staff interpretive guidance through the staff comment process. To help
address any regulatory uncertainty among mining registrants, especially new registrants, the
Commission proposed to rescind Industry Guide 7 and create new Regulation S-K subpart 1300
that would govern disclosure for registrants with mining operations. In addition to consolidating
the disclosure requirements in one location, the Commission proposed revisions to the disclosure
requirements that would modernize them by more closely aligning them with global mining
disclosure standards developed by the Committee for Mineral Reserves International Reporting
Standards (“CRIRSCO”) and the various CRIRSCO-based disclosure codes adopted in several
foreign jurisdictions.
The Commission also proposed to amend Item 102 of Regulation S-K to replace an
instruction that directed mining registrants to Industry Guide 7, and replace it with an instruction
to direct these issuers to new subpart 1300 of Regulation S-K. Foreign private issuers that use
Form 20-F to file their Securities Exchange Act of 1934 (“Exchange Act”) registration
statements and annual reports, or that refer to Form 20-F when filing their Securities Act of 1933
(“Securities Act”) registration statements on Forms F-1 and Forms F-4, are generally not subject
to Regulation S-K. Because the Commission believes that the same property disclosure
requirements should apply to both domestic and foreign mining registrant, the proposed rules
would amend Form 20-F to instruct registrants to refer to, and if required, provide the disclosure
under subpart 1300 of Regulation S-K. This proposed treatment would be consistent with
current staff practice whereby foreign registrants are subject to the same Industry Guide 7 and
other disclosures as domestic mining registrants.
The proposed rules would require a registrant with material mining operations to disclose
its determined mineral resources, mineral reserves and material exploration results in Securities
Act registration statements on Forms S-1, S-4, F-1 and F-4; in Exchange Act registration
statements on Forms 10 and Form 20-F; in Exchange Act annual reports on Form 10-K and Form
20-F; and in Regulation A offerings statements filed on Form 1-A. A copy of Commission
Release No. 33-10098, which contains the proposed rules, is attached.

The proposed rules contain “collection of information” requirements within the meaning
of the Paperwork Reduction Act of 1995.1 The titles of the collections of information are:

2.

(1)

“Regulation S-K” (OMB Control No. 3235-0071);2

(2)

“Form S-1” (OMB Control No. 3235-0065);

(3)

“Form S-4” (OMB Control No. 3235-0324);

(4)

“Form F-1” (OMB Control No. 3235-0258);

(5)

“Form F-4” (OMB Control No. 3235-0325);

(6)

“Form 10” (OMB Control No. 3235-0064);

(7)

“Form 10-K” (OMB Control No. 3235-0063);

(8)

“Form 20-F” (OMB Control No. 3235-0288);

(9)

“Regulation A (Form 1-A)” (OMB Control No. 3235-0286); and

(10)

“Industry Guides” (OMB Control No. 3235-0069).3

PURPOSE OF THE INFORMATION COLLECTION

The purpose of the proposed rules is to provide investors with a more comprehensive
understanding of the registrant’s mining properties, which should help investors make more
informed voting and investment decisions, by more closely aligning the Commission’s mining
property disclosure requirements with current industry practice and global industry standards
(i.e., the CRIRSCO standards). In addition, the Commission’s current mining disclosure regime
involves overlapping disclosure requirements and policies in different locations (Regulation S-K
and Industry Guide 7), with an instruction (Instruction 7 to Item 102) that registrants engaged in
significant mining operations should “direct their attention” to Industry Guide 7. The
combination of the overlapping structure of the disclosure regime for mining registrants and the
brevity of Industry Guide 7 (which has led to a significant amount of staff interpretive guidance
through the comment process) may have created some regulatory uncertainty among mining
registrants, particularly new registrants. The Commission believes that having one source for
mining disclosure obligations should facilitate mining registrant’s compliance with their
1

44 USC 3501 et seq.

2

The paperwork burden from Regulation S-K is imposed through the forms that are subject to the
requirements in that regulation and is reflected in the analysis of those forms. To avoid a Paperwork
Reduction Act inventory reflecting duplicative burdens and for administrative convenience, we assign a
one hour burden to Regulation S-K.

3

We assign a one hour burden to the Industry Guides for administrative convenience because the Guides set
forth disclosure that appears in other filings under the federal securities laws.

2

disclosure requirements by eliminating the complexity resulting from the existing structure of the
Commission disclosure obligations in Regulation S-K and staff disclosure guidance in Industry
Guide 7. Moreover, consolidating the disclosure requirements from Industry Guide 7 into
Regulation S-K would eliminate any uncertainty about their authority.
3.

CONSIDERATION GIVEN TO INFORMATION TECHNOLOGY

The collection of information requirements of the proposed rules are set forth in amended
rules and forms. All of the affected forms are filed electronically with the Commission using the
Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.
4.

DUPLICATION OF INFORMATION
The proposed rules do not duplicate, overlap, or conflict with other federal rules.

5.

REDUCING THE BURDEN ON SMALL ENTITIES

The proposed revisions would affect all mining registrants that file registration statements
and periodic and current reports. However, the proposed revisions will eliminate complexity and
uncertainty resulting from the current disclosure regime and would consolidate all of the
Commission’s mining disclosure requirements. Additionally, by more closely aligning the
Commission’s disclosure rules with the CRIRSCO-based mining codes, the proposed rules
should help place U.S. mining registrants on a more level playing field with non-U.S. mining
companies that are subject to one or more of the CRIRSCO-based codes. We believe that this
consolidation and alignment would help a mining registrant, including a small entity, comply
with its disclosure obligations under the Securities Act and Exchange Act, which could mitigate
its reporting burden.
6.

CONSEQUENCES OF NOT CONDUCTING COLLECTION

The regulations and forms set forth the disclosure requirements for registration
statements, and periodic and current reports filed by companies to help investors make informed
investment decisions. Not conducting this collection would deprive investors of access to
information that is important to their voting and investment decisions.
7.

SPECIAL CIRCUMSTANCE
Not applicable.

8.

CONSULTATIONS WITH PERSONS OUTSIDE THE AGENCY

The Commission issued a proposing release soliciting comment on the new “collection of
information” requirements and the associated paperwork burdens. A copy of the proposing
release is attached. In response to the solicitation for comment in the proposing release,
registrants, investors, and other market participants provide comments. In addition, the
Commission and staff participate in ongoing dialogue with representatives of various market

3

participants through public conferences, roundtables and meetings. All comments received on
the proposal are available at https://www.sec.gov/comments/s7-10-16/s71016.htm. The
Commission will consider all comments received prior to publishing the final rules as required
by 5 CFR 1320.11(f).
9.

PAYMENT OR GIFT TO RESPONDENTS
Not applicable.

10.

CONFIDENTIALITY
Not applicable.

11.

SENSITIVE QUESTIONS

No information of a sensitive nature would be required under the following collection of
information in connection with these rulemaking amendments: Regulation S-K and Industry
Guides. The information collection does not collect personally identifiable information (PII).
The agency has determined that a system of records notice (SORN) and privacy impact
assessment (PIA) are not required in connection with the collection of information.
No information of a sensitive nature would be required under the following collections of
information in connection with this rulemaking amendments: Form S-1, Form S-4, Form F-1,
Form F-4, Form 10, Form 10-K, Form 20-F, and Form 1-A. The information collection collects
basic Personally Identifiable Information (PII) that may include signature of the official signing
on behalf of the entity. However, the agency has determined that the information collection does
not constitute a system of record for purposes of the Privacy Act. Information is not retrieved by
a personal identifier. In accordance with Section 208 of the E-Government Act of 2002, the
agency has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in connection
with this collection of information. The EDGAR PIA, published on January 29, 2016, is
provided as a supplemental document and is also available at https://www.sec.gov/privacy.
12. and 13.

ESTIMATES OF HOUR AND COST BURDENS

The proposed rules would require a registrant with material mining operations to disclose
its determined mineral resources, mineral reserves and material exploration results in Securities
Act registration statements filed on Forms S-1, S-4, F-1 and F-4, in Exchange Act registration
statements on Forms 10 and 20-F, in Exchange Act annual reports on Forms 10-K and 20-F,4 and
in Regulation A offering statements filed on Form 1-A. The proposed rules would further require
4

Form 20-F is the form used by a foreign private issuer to file either a registration statement or annual report
under the Exchange Act. Because the proposed rule amendments would impose the same substantive
requirements for a registration statement and annual report filed under Form 20-F, we have not separately
allocated the estimated reporting and cost burdens for a Form 20-F registration statement and Form 20-F
annual report.

4

that such a registrant base its disclosure regarding mineral resources, mineral reserves and
material exploration results in SEC filings on information and supporting documentation by a
qualified person. In addition, the proposed rules would require a registrant with material mining
operations to file as an exhibit to its Securities Act registration statement, Exchange Act
registration statement or report, or its Form 1-A offering statement, a technical report summary
prepared by the qualified person for each material property that summarizes the information and
supporting documentation forming the basis of the registrant’s disclosure in the SEC form. The
proposed rules would require the filing of the technical report summary when the registrant first
reports mineral resources, mineral reserves or material exploration results or when it reports a
material change in a prior disclosure of resources, reserves or exploration results.
The Commission’s existing disclosure regime for mining registrants precludes the
disclosure of non-reserves, such as mineral resources, except in certain limited circumstances,
e.g., when such disclosure is required by foreign or state law.5 In addition, the existing regime
permits, but does not require, the disclosure of material exploration results. The existing regime
also does not currently require a registrant to base its mining disclosure on information and
supporting documentation of a qualified person.
Accordingly, we expect the proposed rules would cause an increase in the reporting and
cost burdens for each collection of information. The additional requirements imposed by the
proposed rules would, however, be similar to requirements under foreign (CRIRSCO-based)
mining codes. As such, we expect the increase in reporting and cost burdens to be less for those
registrants that are already subject to the CRIRSCO standards. Nevertheless, because there are
differences between the proposed rules’ requirements and those under the CRIRSCO-based
codes, we expect there would be some increase in reporting and cost burdens even for those
registrants already subject to foreign mining code requirements.6
Estimate of Potentially Affected Registrants
We estimate the number of registrants potentially affected by the proposed rules to be
345. Of these registrants, we estimate that 129 are already subject to the disclosure requirements
under one or more CRIRSCO-based codes and, therefore, likely would incur a lesser increase in
reporting and cost burdens to comply with the proposed rules’ requirements.7 Accordingly, we
estimate that 216 registrants would bear the full paperwork burden of the proposed rules. The
following table summarizes the number of potentially affected registrants by the particular

5

6

7

Because only Canada has adopted its mining code as a matter of law, the disclosure of non-reserves in SEC
filings has been limited to Canadian registrants.
For example, unlike the CRIRSCO-based codes, the proposed rules would require a particular type of
technical study, an “initial assessment,” to support the disclosure of mineral resources in SEC filings.
Most of these registrants are subject to the disclosure requirements in Canada’s National Instrument 43-101
(“NI 43-101”), which is based on the CRIRSCO standards.

5

information collection expected to be filed and whether the registrant is subject to CRIRSCObased code requirements in addition to the proposed rules.
Table 1.

Estimated Number of Affected Registrants Per Information Collection

Information Collection (IC) Title

S-1

S-4

F-1

F-4

10

10-K

20-F

1-A

All ICs

# Affected Registrants Subject to
CRIRSCO Requirements
# Affected Registrants Not Subject
to CRIRSCO Requirements
Total # Affected Registrants

7

3

1

1

0

46

70

1

129

29

6

0

0

5

169

7

0

216

36

9

1

1

5

215

77

1

345

Estimate of Reporting Cost Burdens
We have estimated the reporting (time burden) and cost burdens of the proposed rules by
estimating the average number of hours it would take a registrant to prepare, review and file the
disclosure required by the proposed rules for each collection of information. In deriving our
estimates, we recognize that the burdens would likely vary among individual registrants based on
a number of factors, including the size and complexity of their mining operations. The estimates
represent the average burden for all registrants, both large and small.
We believe that the resulting increase in reporting and cost burdens would be
substantially the same for each collection of information since the proposed rules would require
substantially the same disclosure for a Securities Act registration statement or Regulation A
offering statement as they would for an Exchange Act registration statement or report. The sole
difference between the proposed rules’ effect on Securities Act registrants and Form 1-A issuers,
on the one hand, and Exchange Act registrants, on the other, is that a Securities Act registrant
and a Regulation A issuer would be required to obtain and file as an exhibit the written consent
of each qualified person whose information and supporting documentation as an expert provide
the basis for the disclosure required under the amendments.8 To account for this difference, we
have allocated one extra hour to the reporting burdens estimated for the Securities Act
registration statement forms and Regulation A’s Form 1-A.
We estimate that the proposed rules would cause a registrant that is not already subject to
CRIRSCO requirements to incur an increase of 96 hours in the reporting burden for each
Securities Act registration statement (Forms S-1, S-4, F-1, and F-4), and an increase of 95 hours
in the reporting burden for each Exchange Act registration statement or annual report (Forms 10,
10-K and 20-F.) For a registrant that is subject to the CRIRSCO requirements, we estimate that
the proposed rules would cause an increase of 41 hours in the reporting burden for Securities Act
registration statements and Form 1-A offering statements, and an increase of 40 hours in the
reporting burden for Exchange Act registration statements and annual reports.
8

A Securities Act registrant must file the written consent of an expert upon which it has relied pursuant to
Securities Act Rule 436 (17 CFR 230.436). A Regulation A issuer’s obligation to file the written consent of
an expert is based on Item 17(11)(a) of Form 1-A.

6

We have based our estimated burden hours and costs under the proposed rules on an
assessment by the Commission’s staff mining engineers of the work required to prepare the
required information for disclosure. In particular, our estimates have been based on the staff
engineers’ assessment of similar reporting requirements under CRIRSCO standards (especially
Canada’s NI 43-101 and the Australian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves (“JORC”).9 The engineers’ estimates of time and costs for NI 43101 and JORC reporting were adjusted for the differences between the proposed rules and those
standards.
The following tables summarize, respectively, the estimated incremental and total
reporting costs and burdens resulting from the proposed rules. When determining these
estimates, for all forms other than Form 10-K and Form 1-A, we have assumed that 25% of the
burden of preparation is carried by the registrant internally and 75% of the burden of preparation
is carried by outside professionals retained by the registrant at an average cost of $400 per
hour.10 For Form 10-K and Form 1-A, we have assumed that 75% of the burden of preparation is
carried by the registrant internally and 25% of the burden of preparation is carried by outside
professionals at an average cost of $400 per hour. The portion of the burden carried by outside
professionals is reflected as a cost in dollars, while the portion of the burden carried by the
registrant internally is reflected in hours.
We have determined the estimated total incremental annual time burden (in hours) for
each information collection under the proposed rules by first determining the burden hour per
registrant response estimated as a weighted average of the burden hours of registrants subject to
and those not subject to the CRIRSCO requirements.11 We then multiplied this average burden
9

10

11

These estimates include the burden associated with preparing a technical report summary to support the
disclosure of mineral resources, mineral reserves and material exploration results. For purposes of this PRA
analysis, we estimate that registrants subject to the CRIRSCO standards would each incur 11 hours, and
registrants not subject to those standards would each incur 50 hours, to prepare the required technical report
summary.
We recognize that the costs of retaining outside professionals may vary depending on the nature of the
professional services, but for purposes of this PRA analysis we estimate that such costs would be an
average of $400 per hour. This is the rate we typically estimate for outside services used in connection with
public company reporting.
For example, we determined the estimated incremental burden hours for Form S-1 as follows: 41 hours ×
0.25 = 10.25 internal burden hours for CRIRSCO filers; 10.25 hours × 7 = 71.75 total incremental burden
hours for CRIRSCO filers. 96 hours × 0.25 = 24 internal burden hours for non-CRIRSCO filers; 24 hours ×
29 = 696 total incremental burden hours for non-CRIRSCO filers. 71.75 hours + 696 hours = 767.75 total
incremental hours (or 768 hours rounded to the nearest whole number). 768 hours/36 = 21.33avg.
incremental burden hours per response.
We similarly determined the estimated incremental burden hours for each of the other affected collections
of information (IC) as follows:
Form S-4: 41 hours x 0.25 = 10.25 internal burden hours for CRIRSCO filers; 10.25 hours × 3 = 30.75
total incremental hours for CRIRSCO filers. 96 hours × 0.25 = 24 internal burden hours for non-CRIRSCO
filers; 24 hours × 6 = 144 total incremental burden hours for non-CRIRSCO filers. 30.75 burden hours +

7

hour per response by the total number of responses for each form estimated to occur annually.
We similarly estimated the incremental professional costs (or cost burden) for each collection of
information under the proposed rules by first estimating the incremental professional costs as a
weighted average of the incremental professional costs estimated to be incurred by registrant’s
subject and not subject to the CRIRSCO requirements. We then multiplied the average
incremental professional costs by the total number of annual responses estimated to occur for
each form.12

144 burden hours = 174.75 total incremental burden hours (or 175 hours rounded to the nearest whole
number). 175 hours/9 = 19.44 avg. incremental burden hours per response.
Form F-1: 41 hours x 0.25 = 10.25 internal burden hours for CRIRSCO filers; 10.25 hours × 1 = 10.25
total incremental burden hours for CRIRSCO filers; there were 0 non-CRIRSCO filers; 10.25 total
incremental burden hours (or 10 total incremental burden hours rounded to the nearest whole number); 10
avg. incremental burden hours per response.
Form F-4: 41 hours x 0.25 = 10.25 internal burden hours for CRIRSCO filers; 10.25 hours × 1 = 10.25
total incremental burden hours for CRIRSCO filers; there were 0 non-CRIRSCO filers; 10.25 total
incremental burden hours (or 10 total incremental burden hours rounded to the nearest whole number); 10
avg. incremental burden hours per response.
Form 10: There were 0 CRIRSCO filers; 95 hours × 0.25 = 23.75 internal burden hours for non-CRIRSCO
filers; 23.75 hours × 5 = 118.75 total incremental burden hours (or 119 hours rounded to the nearest whole
number); 119 hours/5 = 23.8 avg. incremental burden hours per response.
Form 10-K: 40 hours × 0.75 = 30 internal burden hours for CRIRSCO filers; 30 hours × 46 = 1380 total
incremental burden hours for CRIRSCO filers. 95 hours × 0.75 = 71.25 internal burden hours for nonCRIRSCO filers; 71.25 hours × 169 = 12041.25 total incremental burden hours for non-CRIRSCO filers;
1380 hours + 12041.25 hours = 13,421.25 total incremental burden hours (or 13,421 hours rounded to the
nearest whole number); 13,421 hours/215 = 62.42 avg. incremental burden hours per response.
Form 20-F: 40 hours × 0.25 = 10 internal burden hours for CRIRSCO filers; 10 hours x 70 = 700 total
incremental burden hours for CRIRSCO filers. 95 hours × 0.25 = 23.75 internal burden hours for nonCRIRSCO filers; 23.75 hours × 7 = 166.25 total incremental burden hours for non-CRIRSCO filers; 700
hours + 166.25 hours = 866.25 total incremental hours (or 866 hours rounded to the nearest whole number);
866/77 = 11.25 avg. incremental burden hours per response.
Form 1-A: 41 hours x 0.75 = 30.75 internal burden hours for CRIRSCO filers; 30.75 hours × 1 = 30.75
total incremental burden hours for CRIRSCO filers; there were 0 non-CRIRSCO filers; 30.75 total
incremental burden hours (or 31 hours rounded to the nearest whole number); 31 avg. incremental burden
hour per response.
12

For example, we determined the estimated incremental professional (burden hour) costs for Form S-1 as
follows: 41 hours × 0.75 = 30.75 outside hours for CRIRSCO filers; 30.75 hours × 7 = 215.25 total outside
hours for CRIRSCO filers. 96 hours × 0.75 = 72 outside hours for non-CRIRSCO filers; 72 hours × 29 =
2088 total outside hours for non-CRIRSCO filers. 215.25 hours + 2088 hours = 2303.25 total outside hours.
2303.25 hours x $400 = $921,300 total incremental professional costs.
We similarly determined the estimated incremental professional (burden hour) costs for each of the other
affected collections of information (IC) as follows:

8

Based on these calculations, as set forth below, we estimate that the total number of
incremental burden hours for all collections of information resulting from complying with the
proposed rules is 15,400 burden hours. We further estimate that the resulting total incremental
professional costs (cost burden) for all forms under the proposed rules is $4,131,200.13 We have
determined the estimated total burden of complying with the proposed rules for each information
collection by adding the above described estimated incremental company burden hours to the
current burden hours estimated for each collection of information. We have similarly determined
the estimated total professional costs (total cost burden) under the proposed rules for each form
by adding the estimated total incremental professional costs to the current professional costs
estimated for each information collection. Based on these calculations, as summarized below,
we estimate that, as a result of the proposed rules, the estimated annual time burden for all forms
would increase to 15,545,130 hours, compared to the current annual estimate of 15,529,730
hours. We further estimate that the proposed rules would result in estimated annual professional
costs (cost burden) for all forms of $3,407,972,961, compared to the current annual estimate of
$3,403,841,761.

Form S-4: 41 hours × 0.75 = 30.75 outside hours for CRIRSCO filers; 30.75 hours × 3 = 92.25 total outside
hours for CRIRSCO filers. 96 hours × 0.75 = 72 outside hours for non-CRIRSCO filers; 72 hours × 6 =
432 total outside hours for non-CRIRSCO filers; 92.25 hours + 432 hours = 524.25 total outside hours;
524.25 hours × $400 = $209,700 total incremental professional costs.
Form F-1: 41 hours × 0.75 = 30.75 outside hours for CRIRSCO filers; 30.75 hours × 1 = 30.75 total
outside hours for CRIRSCO filers; there were 0 non-CRIRSCO filers; 30.75 hours × $400 = $12,300 total
incremental professional costs.
Form F-4: 41 hours × 0.75 = 30.75 outside hours for CRIRSCO filers; 30.75 hours × 1 = 30.75 total
outside hours for CRIRSCO filers; there were 0 non-CRIRSCO filers; 30.75 hours × $400 = $12,300 total
incremental professional costs.
Form 10: There were 0 CRIRSCO filers; 95 hours × 0.75 = 71.25 outside hours for non-CRIRSCO filers;
71.25 × 5 = 356.25 total outside hours; 356.25 hours × $400 = $142,500 total incremental professional
costs.
Form 10-K: 40 hours × 0.25 = 10 outside hours for CRIRSCO filers; 10 hours × 46 = 460 total outside
hours for CRIRSCO filers. 95 hours × 0.25 = 23.75 outside hours for non-CRIRSCO filers; 23.75 hours ×
169 = 4013.75 total outside hours for non-CRIRSCO filers; 460 hours + 4013.75 hours = 4473.75 total
outside hours; 4473.75 x $400 = $1,789,500 total incremental professional costs.
Form 20-F: 40 hours × 0.75 = 30 outside hours for CRIRSCO filers; 30 hours × 70 = 2100 total outside
hours for CRIRSCO filers. 95 hours × 0.75 = 71.25 outside hours for non-CRIRSCO filers; 71.25 hours ×
7 = 498.75 total outside hours for non-CRIRSCO filers; 2100 hours + 498.75 hours = 2598.75 total outside
hours; 2598.75 hours × $400 = $1,039,500 total incremental professional costs.
Form 1-A: 41 hours × 0.25 = 10.25 outside hours for CRIRSCO filers; 10.25 × 1 = total outside hours for
CRIRSCO filers; there were 0 non-CRIRSCO filers; 10.25 hours × $400 = $4,100 total incremental
professional costs.
13

The total incremental burden hours and total incremental professional costs are rounded to the nearest
whole number.

9

Table 2.

Information
Collection (IC)
Title

Estimated Incremental Burden Hours and Burden Hour Costs under the
Proposed Rules
Number of
Annual
Responses
(A)

Form S-1
Form S-4
Form F-1
Form F-4
Form 10
Form 10-K
Form 20-F
Regulation A
(Form 1-A)
Total ICs

36
9
1
1
5
215
77

Burden
Hours per
Response
(B)
(B)=(C)/(A)
21.33
19.44
10.25
10.25
23.80
62.42
11.25

Total
Incremental
Registrant
Burden Hours
(C)=(A)*(B)
768
175
10
10
119
13,421
866

Incremental
Burden Hour
Costs
(D)
(D)=(E)/(A)
$25,591.67
$23,300
$12,300
$12,300
$28,500
$8,323.26
$13,500

Total
Incremental
Burden Hour
Costs
(E) = (A)*(D)
$921,300
$209,700
$12,300
$12,300
$142,500
$1,789,500
$1,039,500

1

30.75

31

$4,100

$4,100

345

…………...

15,400

………………...

$4,131,200

Table 3: Summary of Revised Annual Responses, Burden Hours, and Burden Hour
Estimates for Each Information Collection 14
Annual No. of Responses
Previously
Requested Change
Approved

IC Title
Form S-1
Form S-4
Form F-1
Form F-4

Form 10

Form 10-K
Form 20-F

Reg. A
(Form 1-A)
Total

14

Annual Time Burden (Hours)
Previously
Requested Change
Approved

Cost

Annual Burden Cost Burden ($)
Previously
Requested
Change
Approved

901

901

0

150,998

151,766

768

$181,197,300

$182,118,600

$921,300

551

551

0

565,079

565,254

175

$678,094,704

$678,304,404

$209,700

63

63

0

26,980

26,990

10

$32,375,700

$32,388,000

$12,300

39

39

0

14,245

14,255

10

$17,093,700

$17,106,000

$12,300

216

216

0

11,774

11,893

119

$14,128,888

$14,271,388

$142,500

8,137

8,137

0

14,217,344

14,230,765

13,421

$1,896,280,869

$1,898,070,369

$1,789,500

725

725

0

480,226

481,092

866

$576,270,600

$577,310,100

$1,039,500

179

179

0

98,309

98,340

31

$13,107,812

$13,111,912

$4,100

10,811

10,811

0

15,564,955

15,580,355

15,400

$3,408,549,573

$3,412,680,773

$4,131,200

Figures in Table 3 have been rounded to the nearest whole number.

10

14.

COST TO FEDERAL GOVERNMENT
The estimated cost of preparing the proposed amendments was approximately $150,000.

15.

REASON FOR CHANGES IN BURDEN

The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties, as specified in Table 3 above. These estimated burden and cost increases are
expected to result from the proposed changes to the Commission’s disclosure requirements for
mining registrants, such as the amendments that would, for the first time, require a registrant
with material mining operations to disclose information about its mineral resources, in addition
to its mineral reserves; and require a registrant to obtain and attach a technical report summary
prepared by a qualified person as an exhibit to its Commission filing when first disclosing
mineral resource or mineral reserve estimates, or when disclosing a material change in
previously disclosed mineral resource or reserve estimates. For purposes of the PRA, we
estimate that the proposed amendments to all of the affected collections of information would
result in a net increase of 15,400 burden hours and a net increase in the cost burden of
$4,131,200 for the services of outside professionals.15
16.

INFORMATION COLLECTION PLANNED FOR STATISTICAL PURPOSES
Not applicable.

17.

APPROVAL TO OMIT OMB EXPIRATION DATE

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

EXCEPTIONS TO CERTIFICATION FOR PAPERWORK REDUCTION ACT
SUBMISSIONS
Not applicable.

15

For the net increase in burdens and costs expected to result for each of the individual collections of
information, see the attached Short Statements.

11

B.

STATISTICAL METHODS
Not applicable.

12

Form S-1 Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form S-1 would result in a net increase of 768 burden hours and a net increase in the cost burden
of $921,300 for the services of outside professionals.

13

Form S-4 Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form S-4 would result in a net increase of 175 burden hours and a net increase in the cost burden
of $209,700 for the services of outside professionals.

14

Form F-1 Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form F-1 would result in a net increase of 10 burden hours and a net increase in the cost burden
of $12,300 for the services of outside professionals.

15

Form F-4 Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form F-4 would result in a net increase of 10 burden hours and a net increase in the cost burden
of $12,300 for the services of outside professionals.

16

Form 10 Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form 10 would result in a net increase of 119 burden hours and a net increase in the cost burden
of $142,500 for the services of outside professionals.

17

Form 10-K Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form 10-K would result in a net increase of 13,421 burden hours and a net increase in the cost
burden of $1,789,500 for the services of outside professionals.

18

Form 20-F Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form 20-F would result in a net increase of 866 burden hours and a net increase in the cost
burden of $1,039,500 for the services of outside professionals.

19

Form 1-A (Regulation A) Short Statement
The proposed amendments in Release No. 33-10098 would modernize the property
disclosure requirements for mining registrants by more closely aligning the Commission’s
mining property disclosure requirements with global industry standards and practice, and by
providing investors with a more comprehensive understanding of a registrant’s mining
properties, which should help them make more informed voting and investment decisions.
However, we anticipate that the amendments would increase the burdens and costs for registrants
to prepare and review the collections of information that require disclosure of a registrant’s
mining properties. These estimated burden and cost increases are expected to result from the
proposed changes to the Commission’s disclosure requirements for mining registrants, such as
the amendments that would, for the first time, require a registrant with material mining
operations to disclose information about its mineral resources, in addition to its mineral reserves;
and require a registrant to obtain and attach a technical report summary prepared by a qualified
person as an exhibit to its Commission filing when first disclosing mineral resource or mineral
reserve estimates, or when disclosing a material change in previously disclosed mineral resource
or reserve estimates. For purposes of the PRA, we estimate that the proposed amendments to
Form 1-A (Regulation A) would result in a net increase of 31 burden hours and a net increase in
the cost burden of $4,100 for the services of outside professionals.

20


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