The Issuer re-filed its management’s discussion and analysis (“MD&A”) for the year ended December 31, 2022, and for the period ended March 31, 2023, to include corrective disclosure providing additional details and clarifications with respect to the Issuer’s current business operations, prior news releases, revenues and direct costs, variations in financial reporting, and liquidity as required under Form 51-102F1 Management’s Discussion and Analysis. As a result of the corrective disclosure re-filings the Issuer also re-filed certifications of interim and annual filings for each MD&A in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.

In connection with the Issuer’s previously announced public offering of common shares (the “Offering”) and the review by the Ontario Securities Commission (the “OSC”) of the amended and restated preliminary short form prospectus of the Company dated July 13, 2023, and including the documents incorporated by reference therein (collectively, the “Prospectus”), the Issuer has issued a clarifying press release regarding retraction of certain technical disclosures and removal of non-IFRS measures.

Specifically, the technical report entitled “Molo Phase 2 Preliminary Economic Assessment, National Instrument 43- 101 Technical Report on the Molo Graphite Project located near the village of Fotadrevo, in the Province of Toliara, Madagascar” with an effective date of April 27, 2022 (the “PEA”), as incorporated by reference into the Prospectus, incorrectly included the previously delineated mineral reserve estimate for Phase 1 of the Molo Graphite Mine into the preliminary economic assessment for Phase 2 expansion of the Molo Graphite Mine, in contravention of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. To correct such error, the Issuer retracted the mineral reserve estimate from the PEA and from any other continuous disclosure documents filed by the Issuer and accordingly such mineral reserve statements will not form part of the final prospectus related to the Offering.\

Further, the Issuer is refiling the annual management's discussion and analysis for the years ended June 30, 2022 and 2021 as well as the interim management's discussion and analysis for the period ended March 31, 2023, to remove the references to the mineral reserve statements noted above, and additionally to adjust certain disclosures and remove certain non-IFRS measures previously included relating to the Mauritius BAF.

 A news release was issued to indicate that the Issuer refiled its unaudited financial statements (Financial Statements) and management’s discussion and analysis (MD&A) for the interim period ended December 31, 2022 to include corrective disclosure and to address certain deficiencies identified by Staff in connection with a continuous disclosure review.

Specifically, corrective disclosure addresses various deficiencies identified under Form 51-102 F1, Management’s Discussion & Analysis, including: the reference to the Issuer’s expired letter of intent with Highvista Capital Corp. and the liquidity and capital resources disclosure throughout the MD&A and the Financial Statements.

The management reports of fund performance for the annual period ended December 31, 2014 and interim period ended June 30, 2015 were restated to correct the trading expense ratio for the periods ended December 31, 2014 and June 30, 2015.

In connection with the Commission’s review of the Issuer’s continuous disclosure record, the Issuer filed (i) the letter from its former auditor related to the September 22, 2022 notice of change of auditor filed in accordance with section 4.11(6) of National Instrument 51-102, and (ii) the statement of executive compensation for the year ended April 30, 2022 in accordance with section 11.6 of National Instrument 51-102, both of which were required to be filed at earlier dates.

The Issuer re-filed management’s discussion and analysis for year ended January 31, 2023 to include corporate governance disclosures in accordance with National Instrument 58-101 Disclosure of Corporate Governance Practices and executive compensation disclosures in accordance with Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the periods ended January 31, 2023, 2022 and 2021, which were required to be filed at an earlier date.

The Issuer did not previously file its Strategic Alliance Agreement as a material contract as required by National Instrument 51-102 Continuous Disclosure Obligations.

The Issuer filed an amended technical report to remove certain disclosure with respect to a “Blue Sky Scenario” regarding the Detour-Fenelon Gold Trend Property’s potential as well as certain appendices providing additional disclosure regarding the electrical and ventilation infrastructure of the Fenelon Gold project.

The Issuer (1) filed a material contract (2) amended and restated annual financial statements to correct 2021 figures, correct the audit report and provide disclosure required by IAS 8 and (3) amended and restated accompany MD&A to include disclosure required by Item 1.4(d) of Form 52-102F1.

The Issuer amended and restated interim financial reports for the period end March 31, 2023 and June 30, 2023 to add disclosure that the financial statements were not reviewed by the Issuer’s auditor. The accompanying MD&A were also amended and restated to address deficiencies related to discussion of operations. The Issuer also filed a Form 52-110F2 Disclosure by Venture Issuers which should have been previously disclosed.

The Issuer filed an amended and restated material change report (the Amended MCR) in respect of its material change report originally filed on December 16, 2022 (the December 2022 MCR). The December 2022 MCR was filed in connection with the offering by the Issuer of 12% Second Lien Notes and detached warrants, including to certain related parties of the Issuer. The December 2022 MCR did not include the required disclosure regarding insider participation or disclosure in accordance with Multilateral Instrument 61-101 Protection of Minority Securityholders in Special Transactions (MI 61-101) with respect to the offering. At the request of Staff, the Issuer filed the Amended MCR, which Amended MCR includes the previously omitted related party disclosure required under MI 61-101.

The Issuer did not previously file its loan agreement with Sygnum Bank AG, as well as documents incorporated by reference into the loan agreement, and its agreement with Foundry USA Pool as material contracts as required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102). The Issuer also refiled the loan agreement and the July 19, 2023 amendment to the loan agreement without certain redactions as required under NI 51-102.

The website of MD Financial Management Inc. included statements about the consideration of ESG factors as part of the investment process for the funds that it manages. Revisions to the website were made to clarify that certain issuers do not consider ESG factors and to provide more clarity on the funds that do.

The Issuer filed an amended technical report on the Florence Lake property to remove several supplementary and excessive appendices.  

The Issuer amended and refiled its Management’s Discussion & Analysis for the year ended February 28, 2022 and the three and nine months ended November 30, 2022 to provide enhanced disclosures of the following: analysis of revenues and expenses, discussion of liquidity and capital resources, disclosure about significant projects in progress, an update on the status of an application with Health Canada and details about the composition of the audit committee and corporate governance practices.

The Company has made certain corrective disclosures in accounting for the consideration payable under the second amended and restated share purchase agreement among SSR Mining Inc., Huayra Minerals Corporation, AbraSilver and Fitzcarraldo Ventures Inc. dated as of March 21, 2017, as amended on December 31, 2017, and as further amended on September 11, 2019 (the “Diablillos SPA”) which previously resulted in an understatement of mineral property interests, consideration payable, accumulated deficit and accumulated other comprehensive loss as at January 1, 2021, and December 31, 2021. The Company previously disclosed the unpaid remaining consideration of US$7,000,000 as a commitment. The Company has now remedied this by recognizing the remaining consideration payable as at January 1, 2021 of US$7,000,000, discounted at 15% discount rate per annum, with an estimated payment date of July 31, 2025. The Company has also recognized a corresponding addition to mineral property interests since the date of the Diablillos SPA, considering the hyperinflation impact in the Company’s subsidiary. The consideration payable has been accreted. 

The Issuer retroactively restated its reporting of non-GAAP financial measures for the years ended June 30, 2022 and interims period ending September 30, 2022 and December 30, 2022 along with comparatives.  Previously, adjusted earnings (loss) and adjusted equity included adjustments to exclude the estimated allowance for credit losses pursuant to IFRS 9 Financial Instruments and include actual credit losses occurred during the period. Other corrective disclosures were also made to comply with National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure.

The website of Connor, Clark & Lunn Funds Inc. included a statement that Connor, Clark & Lunn Funds Inc. seeks to make investments that have a positive impact on the society, environment, and markets in which they operate. This statement had the effect of suggesting that the funds managed by Connor, Clark & Lunn Funds Inc. aim to generate a positive ESG impact. This statement was removed from the website in order to clarify that the consideration of ESG factors is not a component of the investment objectives for any of its publicly offered mutual funds , nor does it form a material element of the investment strategies of those funds.

The issuer’s technical report did not support disclosures of forward-looking economic projections and had other deficiencies (deficiency 2d). The issuer retracted unsupported information via news release on March 16, 2023.

EdgePoint Wealth Management Inc. has amended content on its website to clarify that ESG factors are one of many considerations when making investment decisions for clients including its publicly offered mutual funds. ESG factors are not determinative to the investment decision making process.