Qualified persons or third party firms acting on behalf of one or more qualified persons, or QP's of the registrant itself, take on liability for the information they have provided/reviewed through the written registration statement included with each Technical Report Summary. A QP is deemed to be an expert and must provide their consent as an exhibit to the filing. QP's would be subject to liability as an expert:
For any untrue statement, or
For omission of a material fact required to be contained in the Technical Report Summary, or
For providing information that is misleading
This liability currently exists for:
Expert authors of reports referenced in the registration statements
Named persons that prepare the current reserve estimates (under IG 7)
If you are a QP, there are some strategies to limit your liability under the Securities Act:
Be careful about what you take responsibility for and what you sign-off on
Have co-author QPs signing off on their sections where they are the experts
Third-party QPs have their firm sign the Technical Report Summary and the consents
Have non-QP experts provide reports that you can rely on and make sure their information is represented fairly
-Have them consent to the use of their expert reports
Have the registrant prepare the information for the Technical Report Summary that is allowed under S-K 1300
If you are acting as a qualified person or firm for a filing with the SEC, knowing the rules around such a commitment is important. Mining Plus has the answers for any questions regarding qualified person liability, so contact us with any questions here today.