Comments and Riders to Existing Sections

RE: ABOUT THIS PROSPECTUS SUPPLEMENT

We should add clear language from the start that the Offering assumes no exercise of the Over-Allotment Option (unless otherwise indicated). For consistency, this should be the default position.

RE: DOCUMENTS INCORPORATED BY REFERENCE

In point (c) of the list, the MD&A should be included for each current annual financial statement (see s 11.1 (1)2 NI 44-101F1), so it should include the MD&A for year end Dec 31, 2019.

RE: SUMMARY OF THE BUSINESS

It may be appropriate to include some more details for a “full” disclosure. There will we some information that is omitted as it cannot be ascertained at this time (see s. 5.6 of NI 44-102), but we should add as much missing information from the base shelf prospectus (see s. 6.1 of NI 44-102). While a short form perspective only needs to provide a “brief summary” of the business “carried on and intended to be carried on” (see s 2.1 NI 44-101F1), it is important to include material (see s. 4.1 of NP 51-201) details about the expansion and growth of the business through the acquisition, as well as the company’s 14 offices and approximate $1 billion in assets. While we noted on the cover page the location of our head office, we should include information about any other reportable segments (see s.1 of NI 52-112).

We can add another subheading for “Recent Developments,” and we can include details about the April 2021 $400 million Goldeen Limited acquisition; additionally, we should also note that the Business Acquisition Report and the Q3 earnings are available on SEDAR (see s. 8 of NI 51-102). Moreover, while the New Credit Facilities are mentioned in the “Details of the Acquisition,” we should also mention “the sale of the Great Lakes gold mine in Ontario, Canada for $100 million completed on September 17, 2021.”

RE: DETAILS OF THE ACQUISITION

We may want to include more details about the acquisition—remember, we are required to disclose any probable acquisitions, as well as related “financial statements or other information” (see s. 10 of NI 41-101F1). In addition to the financial statements, we might add information, for instance, on the nature of the business of Shiny Gold, as the press release notes that it is “one of the largest privately-held gold mining companies in Canada with approximately 325 employees with operations in 10 countries.” Moreover, the reason for the acquisition is that it is “expected to result in significant synergies to Goldmember’s existing gold mines and operations.” This all needs to be disclosed.

While the base prospectus outlines generally what the use of proceeds are, it is important to add the new details of the use of proceeds for the specific purpose of the acquisition. These details can be contained under a separate subsection titled, “Use of Proceeds.” There are already several references to this section throughout this supplement, and it is a necessary part of our disclosure obligations (see generally s. 4 of 44-101F1). Under the “Use of Proceeds,” we should include the following clarifying language: “The Company intends to use the net proceeds of the Offering to finance (i) the Purchase Price; and (ii) the costs of the Acquisition. Alternatively, in the event the Acquisition is not completed following the Offering closing and the closing of the New Credit Facilities, the net proceeds from the Offering will be used to pay down amounts outstanding under the Company’s current credit facilities and for general corporate purposes.” Additionally, in the case that the acquisition is not completed following closing, it is possible that the principal purpose could shift since more the 10% could be used to pay down the outstanding credit facilities (s. 4.3 of NI 44-101F1).

RE: FINANCING THE ACQUISITION

The details of the credit facilities are mentioned, but the other sources of financings should also be disclosed. Since there already is a reference to “Use of Proceeds,” the details of the bought deal offering and Over-Allotment Option can be housed under the section, “Details of the Acquisition.” However, even though we already mentioned “available cash on hand,” we can include a subheading for the “sale of the Great Lakes gold mine,” which we should elaborate in detail because the cash will be used to finance the acquisition; moreover, we can make reference to “see Prior Sales,” as they represent cash and cash equivalents available to us.

RE: PLAN OF DISTRIBUTION

Consider adding language to protect against the scenario where, in a bought deal, the Underwriter passes the risk of unsold shares back onto us: “The Underwriters propose to offer the shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Units at the price specified, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Units remaining unsold. Any such reduction will not affect the proceeds received by the Company. The Underwriters will inform the Corporation if the Offering Price is reduced. See Plan of Distribution.”

We should be more specific about the Over-Allotment Option. Here is some language elaborating on the Over-Allotment Option: “The Over-Allotment Option may be exercised to purchase up to an additional 8,000,000 Common Shares. If the Over-Allotment Option is exercised in full, the Company will receive gross proceeds of $580,000,000. Any purchaser who acquires Additional Securities forming part of the over-allotment position of the Underwriters pursuant to the Over-Allotment Option acquires such securities under this Prospectus Supplement and the Prospectus, regardless of whether the over-allotment position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.”

We should revise the existing language, “solely to cover over-allocations,” to include market stabilization purposes (see s 6.6 of NI 44-102). Remember that the Canadian Securities Administrators have specific policy rationale for over-allotment options, that is, “solely to facilitate the over-allocation of the distribution and consequent market stabilization” (see s. 2.4 of NI 41-101CP). In other words, the language should have the effect of allowing Underwriters to over-allot to stabilize the market price of the Offer Shares. The Underwriters need to be given discretion to stabilize transactions insofar as shorting both under and over the Over-Allotment Option amount; moreover, the Underwriters should be given flexibility to discontinue or close out any short positions according to the price in the open market.

We should add that, in addition to the Prospectus Supplement being distributed electronically, the Common Shares will also be delivered electronically. Recall that, barring some limited circumstance, shares are usually delivered electronically through the Non-Certificated Inventory system of Canadian Depository for Securities. We should add some language that the transfer of ownership is done through a depository participant (e.g., brokers, dealers, banks, etc.), and that shareholders using this system will not be entitled to a certificate or instrument from us. This language is important because we need to stipulate that shareholders rights as a beneficial owner can be limited by using a system that does not entail them possessing a physical certificate (see generally NI 54-101).

We should confirm compliance with trading securities during distribution (see s. 3 of OSC Rule 48-501). Additionally, we should add in a lock-up arrangement for the customary 90 days after the initial Closing Date. This should already be spelled out in the underwriting agreement (which we can make reference to), but we can specify some exceptions here: “(i) transfers by any such person to its affiliates for tax or other bona fide tax or estate planning purposes, provided that each transferee shall, as a condition precedent to such transfer, agree to enter into a substantially similar undertaking; (ii) in order to accept a bona fide take-over bid made to all securityholders of the Company or similar business combination transaction; (iii) the receipt of a grant of stock options, restricted share units and other similar issuances pursuant to the share incentive plan, restricted share unit plan, and other share compensation arrangements of the Company, provided that the exercise price thereof shall not be less than the Offering Price; or (iv) the conversion, exercise or exchange of any convertible, exercisable or exchangeable securities existing on the date hereof or upon exercise of stock options or restricted share units granted in accordance with (iii) above, provided that any Common Shares or other securities received will also be subject to the lock-up undertaking.”

RE: RISK FACTORS

We should add some risk factors about the implications of COVID-19. As you know, the global financial conditions are quite volatile, and it could affect our specific business in the mining industry. These conditions could materially affect the ability to grow our business and generate revenue, so we should disclose this risk. To this end, we can specify some factors around the slowdown in the financial markets (e.g., consumer spending, employment rates, inflation, tax rates, etc.).

We should also add some language about mineral claims, licenses, and permits. Since we are in the mining industry, we are subject to periodic renewals with limitation periods. I do no suspect we will run into any trouble, but we need to state that there is no assurance in renewal and this risk could impede our business objectives. We also have related legal risks with mining that we should disclose, such as environmental laws, construction laws, and Aboriginal laws. As you know, we should always err on the side of caution and disclose all possible risks.

Additional Sections

CONFLICT OF INTEREST

We should disclosure any possible underwriters’ conflict of interest or if the issuer is “connected” or “related” to any of the underwriters pursuant to NI 33-105 (see also s. 6.5 of NI 44-102). To be safe, we should add a section to explicitly state the relationship between us and the underwriters. Here is some possible language to add: “The decision to purchase the shares by the Underwriters was made independently of their being affiliated lenders, and those lenders had no influence as to the determination of the terms of the distribution of the shares. The offering price of the shares and the other terms and conditions of the Offering were established without involvement of their affiliate lenders. None of Underwriters will receive any benefit from the Offering, other than these Underwriters’ respective portion of the Underwriters’ fee payable as described above. Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Corporation, for which they received or will receive customary fees.”

CAUTIONARY NOTE REGARDING MINERALS

Since we are in the mining business, we need to ensure compliance with NI 43-101 (see also NI 43-101CP). We need special disclosure for mining projects and we should add a section to reflect our consultation with technical experts and their respective reports. Here is some language to get us started: “Unless otherwise indicated, all mineral resource included in this Prospectus Supplement (including the Prospectus and the documents incorporated herein by reference) have been prepared in accordance with NI 43-101. NI 43-101 contains the rules and codes of practice developed by the Canadian Securities Administrators that established minimum standards for all public disclosure of scientific and technical information an issuer makes concerning mineral projects  Statements relating to “mineral resources” and “mineral reserves” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. If, after the date of this Prospectus, the Corporation is required by Section 4.2 of NI 43-101 to file a technical report to support scientific or technical information that relates to a mineral project on a property that is material to the Corporation, the Corporation will file such technical report in accordance with Section 4.2(5)(a)(i) of NI 43-101.”

TAX CONSIDERATIOSN AND ELIGIBILITY FOR INVESTMENT

We should seek advice from our tax law specialists to ensure that our Offering is compliant with tax laws. We should elaborate on the language in the short form base shelf prospectus. While we should largely defer to the expertise of our tax specialists, we should be wary of some standard provisions. For example, there should be language around shareholders in Canada with respect to dividends on Common Shares, disposition of Common Shares, and the taxation of capital gains and losses. Here is some language to get us started: “In the opinion of legal counsel, the following summary describes, as of the date hereof, the principal Canadian federal income tax considerations generally applicable under the Tax Act to a holder who acquires Common Shares pursuant to this Offering. This summary only applies to a holder who, for the purposes of the Tax Act and at all relevant times: (i) deals at arm’s length with, and is not affiliated with, the Corporation and the Underwriters, and (ii) holds, as beneficial owner, Common Shares as capital property. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not otherwise take into account or anticipate any changes in the law, whether by legislative, governmental or judicial action or interpretation, nor does it address any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein or take into account any changes in the administrative practices or assessing policies of the CRA. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective shareholder, and no representations with respect to the income tax consequences to any prospective shareholder are made.”

Subsequent to our consultation with our tax law specialists, we should add the following language to explicitly state that our shares will be qualified investments, as applicable: “In the opinion of legal counsel, based on the current provisions of the Income Tax Act (Canada) (the “Tax Act”), provided that the Common Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX), the Common Shares will be, on the date of closing of the Offering, qualified investments under the Tax Act at the time of their acquisition by a trust governed by a registered retirement savings plan, registered retirement income fund, deferred profit sharing plan, registered disability savings plan, registered education savings plan or tax-free savings account, each as defined in the Tax Act. Prospective holders who intend to hold Common Shares in a Deferred Plan should consult their own tax advisors to ensure that the Common Shares that they may acquire will not be a “prohibited investment” in their particular circumstances.”

General Comments

There may be some possible additional sections to add pursuant to the regulations. While it should be spelled out in the underwriting agreement, we should check for termination clauses which allow for the underwriter to terminate their obligations under the agreement. This is important for us to keep track of any material changes or circumstances which could affect this deal. We should also clarify if we deviate from International Financial Reporting Standards; if so, we should have a section explaining this under “Non-IFRS Measures.”

I assume that we are compliant with the surrounding procedural requirements, but we should doublecheck to ensure that we have all of our bases covered. I assume we are an electronic filer (NI 13-101), and we are a reporting issuer with current financials and AIF, filed continuous disclosure documents (NI 51-102), and filed the required documents (see s. 4 of NI 44-101) on SEDAR (e.g., documents affecting the rights of security holders, valuation reports, or template marketing materials). We should check that all filing materials (see s. 12 of NI 51-102), signature pages are in order (see NP 11-202), and that the underwriting agreement is filed (s. 7.4 NI 44-102).

More generally, we should ensure that the underwriter’s compliance departments fulfil the Investment Industry Regulatory Organization of Canada requirements on bought deals. We should also confirm that confirm at least one member of the underwriting syndicate is registered in each offering jurisdiction and has signed a certificate (see s. 7.2 of NP 11-202). We should ensure compliance with general prospective requirements, especially relating to over-allotment and underwriters (see s. 11 of NI 41-101; see also s. 2 and 6 of NI 41-101CP). We should ensure that we have a notice of intention to be qualified to file a short form perspective (see s. 26 of NI 44-101) and we should confirm that all unaudited financial statements have been reviewed by our auditor (s. 4.3 of NI 44-101).

During distributions, we need to have a plan to be compliant with rules around trading during distributions (see s. 3 of OSC Rule 48-501). We should also check that any material change reports we have filed do not contain any confidential information. A possible issue to investigate with the underwriters is that the issued and outstanding shares are 104,810,000 and this bought deal is for 50,000,000 shares; as such, an underwriter’s beneficial ownership of more than 20% of the shares could trigger an inadvertent take-overbid (see NI 62-104). We should also check our website to ensure that any promotion materials are deleted.

In case we want to do some pre-marketing, we can rely on the bought deal exemption (see s. 7 of NI 44-101). We should doublecheck that no exemptions apply (s. 5.5 & 11.2 of NI 44-102). We should also ensure that any term sheets prior to an issuance of a receipt for a preliminary prospectus conform with the regulatory requirements (see s. 7.5 and 7.6 of NI 44-101).

The short form base shelf prospectus dated June 1, 2021 and accompanying documents filed by you on behalf of the above-noted issuer(s) have been selected for a full review. Please note that responsibility for compliance with applicable securities legislation, policies and practices remains with the Issuer and its advisors, and is in no way mitigated by staffs review or the issuance of a final receipt. Our comments are as follows:

Over-allotment Option

1. Please include details about any over-allotment option.
   1. Please see the requirements around disclosure statement for allot-allotment options (see s 1.6.2.1 of NI 44-101F).
2. Please ensure any omissions in this prospectus are contained in a subsequent prospectus supplement.

Marketing Material

1. Please clarify whether any marketing materials or template versions are part of this short form prospectus, and ensure compliance with the general prospectus requirements on adverting and marketing (see s. 13.7 of NI 41-101).
   1. If there is marketing material, please include a section under the heading “Marketing Materials” (see s. 11.6 of NI 44-101F1).
   1. If there is marketing material, please submit them as a part of the “filing requirements” described below (see s. 4 of NI 44-101).
   1. If there is any pre-marketing, please list any applicable exemptions that are sought (see s. 7 and 8 of NI 44-101).

Principal Purpose

1. Please describe in reasonable detail the principal purposes for the net proceeds (see s. 4.2 of NI 44-101F), including business objectives (see s. 4.7 of NI 44-101F).
   1. Please include the reasonable possibility of acquisition, as described below in “updated information,” as a purpose for these proceeds (see s. 4.4 of NI 44-101F).

Mining Terms

1. Please review the Canadian reporting requirements for the disclosure of mineral properties (see NI 43-101; see also s. 9.1 of NI 44-101F1).
   1. Please file any technical mining reports as a part of the below “filing requirements” (see s. 4 of NI 44-101).
   1. Please name any person(s) who provided technical or scientific information regarding mining or mineral resources.
   1. Please file any valuations reports for which consent is required (see s. 10.1 of NI 41-101) of any mineral projects.
2. Please ensure that you are registered as a mining company in Quebec.
   1. Please ensure you have satisfied any regulatory requirements for offerings in Quebec.

Financial Measures

1. Please state whether the financial measures in this prospectus are standardized under the meaning of International Financial Reporting Standards.
   1. If not, please elaborate under a new section, “Non-IFRS Measures.”

Information about the Company

1. Please elaborate on the details of the Company and its business, and any recent updates as applicable.
   1. Please include updated details such as any subsidiaries, the corporate structures, or recent developments.
   1. Please disclose any material contracts in connection with the offering.

Interest of Experts

1. Please name each person or company who is named as preparing a report, valuation, statement or opinion (see s. 15 NI 44-101F1) and ensure they are a qualified person (see s. 5.1 of NI 43-101), as applicable (see s. 4.2.1 of NI 44-101).
   1. Please name any person(s) in filings relating to the Company’s financial year end for continuous disclosure obligations (see s. 4 of NI 51-102).
   1. Please file any expert’s consents as a part of the below “filing requirements” (see s. 4 of NI 44-101; see also s 10.1 of NI 41-101).

Tax Considerations

1. Please expand on this section to include a summarized opinion on the compliance with the Tax Act and any other applicable Canadian tax laws. 
   1. Please provide a summary of the taxation of the Company.
   1. Please provide a summary of the taxation of shareholders.
2. Please include a statement of the Company’s eligibility for investment.

Filing Requirements

1. Please ensure that all filing requirements are met (see s. 4 of NI 44-101).
   1. Please include any documents affecting the rights of securityholders are filed (see s 12.1 of NI 51-102 or s. 16.4 of NI 81-106, as applicable.
   1. Please include copies of any material contracts (see s. 12.2 of NI 51-102 or 16.6 of NI 81-106).
   1. Please include a signed comfort letter with the unsigned auditor’s report.

Updated Information

1. Please ensure that all personal information forms for directors and officers are up to date (see s. 4 of NI 44-101).
   1. Please include personal information forms for promoters and executives of the promotors, as applicable.
   1. Please include any lock-up provisions, options to purchase securities, or insider trading policies (see NI 55-104 and NI 55-104CP)
2. Please disclose any reasonably probable acquisitions (see s. 10.2 of NI 44-101F1).
   1. Please consider your acquisition mentioned in your October 2021 press release.
3. Please ensure that there are no other material facts (see s. 18 of NI 44-101) and no exemptions (see s. 19 of NI 44-101).
   1. Please provide a description of any policies or procedures relating to continuous disclosure of material information.
   1. Please provide an update on the status of any pending applications.

Language

1. Please ensure that a French translation is available (or an exemption is sought).
2. Please ensure that there are no untrue material facts or omissions which would reasonably be expected to have a significant effect on market price (see s. 130-138.14 of OSA).
3. Please ensure the use of everyday language without vagueness or jargon (see s. 56 of OSA; see also s. 4.2 NI 44-101CP).
4. Please ensure that language around future oriented financial information and financial outlook is not problematic (see NI 51-102).

Relationship with Underwriters

1. Please disclose the relationship between the Company and the Underwriters (see NI 33-105).
   1. Please state the independence of the Underwriters and the arrangement between the Company and the Underwriters, and any potential conflicts of interest.

Please deliver a copy of this letter to the Issuer, the Issuer’s auditors, each member of the issuer’s audit committee, the underwriters and the underwriters’ counsel. Please also forward a copy of the issuer’s response to the Issuer’s auditors, each member of the Issuer’s audit committee, the underwriters and the underwriters’ counsel.

We would appreciate receiving your written response to the above comments and all subsequent correspondence addressed to the attention of the undersigned. Additional comments may be raised by staff of the Commission as a result of your responses to the above comments and our continuing review of the file.