SEC Comment Letter for VIRGINIA GOLD MINES INC (CIK 0001020011) — Apr 14, 2005
VIRGINIA GOLD MINES INC (CIK 0001020011)
Date: April 14, 2005 · CIK: 0001020011 · Accession: 0000000000-05-018151
AI Filing Summary & Sentiment
File numbers found in text: 000-29880
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
April 4, 2005
via facsimile and U.S. mail
Mr. Andre Gaumond
President and Chief Executive Officer
Virginia Gold Mines Inc.
116 St. Pierre Street
City of Quebec, Quebec
Canada G1K 4A7
Re: Virginia Gold Mines Inc.
Form 20-F, filed December 2, 2004
File No. 000-29880
Dear Mr. Gaumond:
We have reviewed the above filing and have the following
engineering comments. Our review has been limited to the areas
identified below. Please provide us a response to the comments
and
include appropriate disclosure in future filings. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Engineering Comments
General
1. It is very important to clearly distinguish between "Reserves,"
which have a clearly defined technical, legal, and economic
meaning
and "Non-reserve" mineralization that may or may never be mined at
a
profit for various reasons. In future filings, within a "Non-
Reserve" section, disclose the "measured" and "indicated"
resources
separately from "inferred" resources, using separate tables and
narratives. Resources should only be reported as "in place"
tonnage
and grade, and should not be disclosed as units of product, such
as
ounces of gold or pounds of copper. The relative quality,
reliability, and risk associated with each group of estimates must
be
clearly distinguished and conveyed to the average non-technical
reader.
Before the "Measured and Indicated" Resource table, insert the
following including the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Measured
and Indicated Resources.
This section uses the terms "measured" and "indicated resources."
We
advise U.S. investors that while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them. U.S. investors are cautioned
not
to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves.
Before the "Inferred" Resource table, insert the following
including
the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources
This section uses the term "inferred resources." We advise U.S.
investors that while this term is recognized and required by
Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize it. "Inferred resources" have a great amount of
uncertainty as to their existence, and great uncertainty as to
their
economic and legal feasibility. It cannot be assumed that all or
any
part of an Inferred Mineral Resource will ever be upgraded to a
higher category. Under Canadian rules, estimates of Inferred
Mineral
Resources may not form the basis of feasibility or pre-feasibility
studies, except in rare cases. U.S. investors are cautioned not
to
assume that part or all of an inferred resource exists, or is
economically or legally minable.
2. Mineral resources must have "reasonable prospects for economic
extraction." This means that any reportable "resource" estimates
must have been delimited using an economically based "cutoff
grade"
to segregate "resources" from just "mineralization." In future
filings, provide the unit cutoff grade used to delimit the tonnage
estimates. In establishing the cut-off grade, it must
realistically
reflect the location, deposit scale, continuity, assumed mining
method, metallurgical processes, costs, and reasonable metal
prices.
In the future provide an analysis that substantiates that the
cutoffs
used were based on reasonable economic assumptions. Or if the
resource estimates are not based on economic cutoffs, remove the
estimates.
3. We note that your website and some press releases refer to or
use
the terms "measured," "indicated or weighted," "inferred or
presumed," and "resources." If you continue to make references on
your web site or press releases to reserve measures other than
those
recognized by the SEC and National Instrument 43-101, accompany
such
disclosure with the following cautionary language, including the
bolding and indenting:
Cautionary Note to U.S. Investors -- The United States Securities
and
Exchange Commission permits U.S. mining companies, in their
filings
with the SEC, to disclose only those mineral deposits that a
company
can economically and legally extract or produce. We use certain
terms on this website (or press release), such as "measured,"
"indicated," and "inferred" "resources," that the SEC guidelines
strictly prohibit U.S. registered companies from including in
their
filings with the SEC. U.S. Investors are urged to consider
closely
the disclosure in our Form , File No. , which may be
secured
from us, or from the SEC`s website at
http://www.sec.gov/edgar.shtml.
4. To the extent that your web site contains disclosure about
adjacent or other properties on which you have no right to explore
or
mine, include the following language along with the following
cautionary note, including the bolding and indenting:
"This web site also contains information about adjacent properties
on
which we have no right to explore or mine. We advise U.S.
investors
that the SEC`s mining guidelines strictly prohibit information of
this type in documents filed with the SEC. U.S. investors are
cautioned that mineral deposits on adjacent properties are not
indicative of mineral deposits on our properties."
Lac Gayot Property, Page 29
5. Table 1 illustrates the results of the 1998 program. In the
future, as a general checklist, when reporting the results of
sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
some
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
Revise your text accordingly.
Directors and Senior Management, Page 62
6. If one or more of your directors serves as a director of other
similar companies involved in mineral exploration, and properties
may
be offered to both you and these other companies, or if these
other
companies may participate in the same properties as those in which
you have an interest, one or more of your directors may have a
conflict of interests. In future filings, disclose how you
propose
to resolve these potential conflicts of interest, and provide a
risk
factor that outlines possible conflicts of interests, and possible
adverse consequences of these conflicts of interest.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
amendments to expedite our review. Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made. In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact George (Ken) Schuler, mining engineer, at
(202)
824-5527 or, in his absence, Roger Baer, mining engineer, at (202)
942-2965, if you have questions regarding engineering comments.
Please contact me at (202) 942-1870 with any other questions.
Direct
all correspondence to the following ZIP code: 20549-0405.
Sincerely,
H. Roger Schwall
Assistant Director
??
??
??
??
Mr. Andre Gaumond
Virginia Gold Mines Inc.
April 4, 2005
Page 2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE
</TEXT>
</DOCUMENT>