Windsor Gold Mining & Exploration, Inc Clarifies Disclosure Record

May 14, 2013 - PRLog -- Windsor Gold Mining and Exploration Inc. (the "Company"), a private British Columbia company in the business of exploring and developing mineral properties in the Cariboo district of British Columbia, is issuing this press release for the purpose of clarifying its disclosure record. Investors are strongly urged not to rely on any of the Company’s previous disclosure regarding its Canadian Creek property near Barkerville, BC (the "Property"), because none of this information was prepared or approved by a "qualified person" (as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101")).

On April 17, 2013, the British Columbia Securities Commission ("BCSC") issued a cease trade order (the "CTO") against the Company for failing to file a technical report supporting its disclosure of mineral resources, mineral reserves and the results of a preliminary economic assessment ("PEA") on the Property in compliance with NI 43-101. At this time, the Company would like to explain why its disclosure was non-compliant and why investors should not rely on this information.

On the date the CTO was issued by the BCSC, the Company’s website and documents linked to the website contained the following problematic disclosure related to the Property:

the "Presentation" tab on the Investors webpage (the "Presentation") disclosed an estimate of recoverable gold with a five to seven year mine life;
a March 16, 2012 news article published in the Quesnel Cariboo Observer and linked to the website (the "Article") disclosed an estimate of gold reserves;
the Phase 1 – Canadian Creek webpage (the "Webpage") disclosed an estimate of tons to be mined and reported specific metal grades for gold, platinum, silver and palladium; and
the Company’s undated business plan linked to the website (the "Business Plan") disclosed the resource estimate and metal grades described above, as well as a PEA based on this estimate.

Although the website and documents have since been amended at the request of the BCSC, this disclosure by the Company of mineral reserves, mineral resources and PEA results was inappropriate because it was not supported by the contemporaneous filing of an independent technical report on the Property as required under NI 43-101. There is currently no basis for the estimates described above and there is no guarantee that such a report, if and when filed, will support them. The estimates were also non-compliant because they were not prepared by a qualified person, contrary to s. 2.1 of NI 43-101,

The Company has not yet engaged a qualified person to prepare the required independent technical report, but it expects to do so in the very near future.

In addition, the Company’s website and documents linked thereto contained the following potentially misleading disclosure at the time the CTO was issued:

references to a prospectus in one or more news items – in fact, the Company has not filed or received a receipt for a prospectus from any securities commission or other regulatory authority;
representations that Herb Forbes was the Company’s qualified person under NI 43-101 – in fact, Mr. Forbes is not a qualified person, and as such, is not qualified or eligible to review and approve the Company’s disclosure;
a representation on the Webpage that the Company’s proposed mining operation "will prove to be successful for the company and its investors", which representation failed to take into consideration the normal high risk of failure associated with any mining operation as well as the substantial risk of failure associated with initiating mining operations without known material reserves or demonstrated economic viability supported by a feasibility study;
several statements in the Article about the existence and relative size of the gold deposits on the Property that were overly promotional, unjustified because the Company had not disclosed any information that would support such statements, and did not contain an adequate discussion of risk or the possibility that the Company’s future exploration activities would not be successful in locating such deposits;
a statement on the Disclosure webpage that "All reserve and resource estimates referred to herein have been calculated in accordance with the National Instrument 43-101…", which was inaccurate because NI 43-101 provides rules for disclosure, not for the calculation of mineral reserves or mineral resources; and
a statement on the Corporate Governance webpage that "The company is also guided by the rules and regulations of the stock exchange which form an integral part of the Listing Agreement between the company and the stock exchange…", which was inaccurate because the Company is not listed on any stock exchange and is not a party to any Listing Agreement.

Finally, the Company would like to inform investors that, in connection with the matters described above and contrary to NI 43-101:

none of the disclosure on the Company’s website or in the documents linked thereto, including the results of the PEA and the scientific and technical information in the Business Plan, was prepared or approved by a qualified person, and it was therefore unsuitable for public disclosure and reliance;
the Company failed to name and disclose its relationship to the qualified person, as well as specifically state that Herb Forbes was the responsible geologist or that he reviewed or approved the Company’s disclosure;
the Business Plan did not identify who was responsible for the results of the PEA;
the various estimates of mineral resources and mineral reserves on the Company’s website and in the documents linked thereto were non-compliant for a variety of reasons, among them the fact that the disclosure used the terms interchangeably and did not use the applicable categories or report each category separately;
the estimates of grade disclosed in the Presentation and on the Webpage may not meet the definition of mineral resources or mineral reserves, and are therefore unsuitable for public disclosure;
the disclosure of various precious metal grades in the Presentation, on the Webpage and in the Business Plan was non-compliant for a variety of reasons because it did not provide certain required information and may have issues that affect its both its integrity and reliability; and
the disclosure of the detailed results of the PEA in the Business Plan was also non-compliant for a variety of reasons since it did not provide certain required cautionary language and may have included or been based on restricted estimates.

As a result of the foregoing issues, investors should not place any reliance on the Company’s previous disclosure and should only consider any future disclosure covered by NI 43-101 to be accurate if it is supported by an independent technical report.