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Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
−Removed: Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that, solely due to (i) the Company’s restatement of its financial statements to reclassify the Company’s warrants as described below and in Amendment No.
−Removed: 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 24, 2021 (the “2020 Annual Report on Form 10-K/A”) and (ii) the other material weakness described below that we are in the process of remediating, our disclosure controls and procedures were not effective as of September 30, 2022.
−Removed: Material Weaknesses in Internal Control over Financial Reporting
−Removed: In 2021, we identified two material weaknesses in our internal control over financial reporting.
+Added: Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.
+Added: Remediation of Previously Reported Material Weakness
+Added: As previously disclosed, including in the 2022 Annual Report on Form 10-K, in 2021, we identified material weaknesses in our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
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In the process of preparing the Company’s third quarter 2021 financial statements, management discovered misstatements related to the understatement of exploration expense and overstatement of stock option expenses related to the three-month period ended March 31, 2021 and six-month period ended June 30, 2021.
−Removed: For further detail regarding the restatement, see Part II, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Restatement of Previously Issued Quarterly Financial Statements” and Part II, Item 4 “Controls and Procedures” included in the Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021.
−Removed: These misstatements resulted in the Company having to restate its unaudited condensed consolidated interim financial statements for the three months ended March 31, 2021 and six months ended June 30, 2021.
−Removed: Our management has concluded that this material weakness was due to the fact that, prior to the Business Combination, we were a private company with limited resources.
−Removed: In addition, as previously disclosed in the 2020 Annual Report on Form 10-K/A, we identified a material weakness in our internal controls over financial reporting related to inaccurate accounting for the Public Warrants and Private Warrants issued in connection with our initial public offering.
−Removed: Management identified this error when the staff of the SEC issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Staff Statement”).
−Removed: The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those we issued in connection with our initial public offering in May 2020.
−Removed: This control deficiency resulted in the Company having to restate its audited consolidated financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2020 and if not remediated, could result in a material misstatement to future annual or interim consolidated financial statements that would not be prevented or detected.
−Removed: Accordingly, management has determined that this control deficiency constitutes a material weakness.
−Removed: Notwithstanding these material weaknesses, management has concluded that our unaudited condensed consolidated interim financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with U.S.
−Removed: GAAP for each of the periods presented therein.
−Removed: Plan for Remediation of the Material Weaknesses in Internal Control over Financial Reporting
−Removed: We have taken the following remediation measures to date:
−Removed: ● appointed a Chief Financial Officer to oversee the finance and accounting function;
−Removed: ● hired individuals for the core accounting function with the requisite education, designation, and technical accounting and public company experience;
−Removed: ● completed the transition from our outsourced accounting service provider to our in-house finance and accounting function;
−Removed: ● evaluated the accounting impacts of all new contracts and arrangements through a detailed analysis against accounting standards and technical interpretations;
−Removed: ● performed a thorough analysis of key issues to be addressed, have prioritized these issues and we are now in the process of addressing these issues;
−Removed: ● hired external experts to work with our internal team to assist with our project to design and implement robust controls over all our key processes and address all key company risks;
−Removed: ● added formality and rigor to our financial reporting process by continuously developing structured roles, policies, processes, procedures and controls.
−Removed: In response to the material weaknesses, our management has expended, and will continue to expend, a substantial amount of effort and resources to improve the internal controls environment, particularly those over financial reporting.
−Removed: Our remediation plan can only be accomplished over time and will be continually reviewed to determine that it is achieving its objectives.
−Removed: The material weaknesses will not be considered remediated until sufficient time has elapsed to provide sufficient sample evidence that the newly designed and implemented controls are operating effectively.
−Removed: This is no assurance that these initiatives will ultimately have the intended effects.
+Added: Management had concluded that this material weakness was due to the fact that, prior to the Business Combination, we were a private company with limited resources.
+Added: As part of the review of our disclosure controls and procedures discussed above, management concluded that, as of March 31, 2023, this material weakness was remediated through the operation over time of the previously disclosed remediation items that were implemented by the end of 2022.
Changes in Internal Control over Financial Reporting
−Removed: Other than the changes made to begin to remediate the material weaknesses described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal controls that occurred during the three and nine months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the remediated control weakness explained above, there were no other changes in our internal control over financial reporting that occurred during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.