September 16, 2005
Mr. Roland M. Larsen
President & CEO
Royal Standard Minerals, Inc.
3258 Mob Neck Road
Heathsville, VA 22743
Re: Royal Standard Minerals, Inc.
Form 20-F for the Fiscal Year Ended January 31, 2005
Filed July 21, 2005
File No. 000-28980
Dear Mr. Larsen:
We have reviewed your Form 20-F for the Fiscal Year Ended
January 31, 2005 and have the following comments. We have limited
our
review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 20-F for the Fiscal Year Ended January 31, 2005
Item 15. Controls and Procedures, page 39
1. Please revise to state whether your disclosure controls and
procedures were effective as of the end of the reporting period
covered by your report.
Auditors` Report
2. Please include an accountants` report in your Form 20-F for the
year ended January 31, 2003.
3. We note that your audit report was signed by an audit firm
based in
Toronto, Canada. Please tell us how you concluded that it is
appropriate to have an audit report issued by an auditor licensed
outside of the United States, in light of the facts that the
majority
of your assets are located within, the majority of your expenses
are
derived within, and your corporate offices are located in the
United
States. In accordance with Article 2 of Regulation S-X, we
believe
that the audit report of a registrant (that is not a foreign
private
issuer) should ordinarily be rendered by an auditor licensed in
the
United States. Further guidance may be found in Section 5.K of
"International Reporting and Disclosure Issues in the Division of
Corporation Finance" on the Commission`s website at:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
..
Please tell us whether your management and accounting records are
located in the United States or Canada as well as where the
majority
of the audit work is conducted. We may have further comments.
Certifications, page 58
4. Please conform your Rule 13a-14(a)/15d-14(a) certifications to
the
certifications set forth in the Instructions as to the Exhibits,
exhibit 12, of Form 20-F.
Engineering comments
General
5. For the property, provide the disclosures required by Industry
Guide 7 (b). In particular, provide:
* The location, means of access to the property, and
transportation
from the property;
* Any conditions that must be met in order to obtain or retain
title
to the property;
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property;
* A description of any work completed on the property and its`
present
condition;
* The details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment;
* Provide a description of equipment and other infrastructure
facilities;
* The current state of exploration of the property;
* The total cost of the property has incurred to date and planned
future costs;
* The source of power and water that can be utilized at the
property;
and
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.
Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry
Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.
Pinson and Railroad Projects-Carlin Trend South, page 12
6. The bulk minable deposits and geologic mineral inventory
described
in the third paragraph of this section do not conform to industry
Guide 7. For Canadian companies, reserve and resource estimates
must
conform to National Instrument 43-101 to be granted the exception
under Industry Guide 7, Instruction 3 to Paragraph (b)(5),
otherwise
the disclosures must conform Industry Guide 7. Resources should
only
be reported as "in place" tonnage and grade, and should not be
disclosed as units of product, such as ounces of gold or pounds of
copper. Revise the filing accordingly.
7. The fifth paragraph of this section refers to mines and other
mineral properties that exist in the area of the company`s
property.
This may allow investors to infer that the property may have
commercial mineralization, because of its proximity to these mines
and
properties. Remove information about mines, prospects, or
companies
operating in or near to the property from the entire filing.
Focus
the disclosure on the company`s property.
Fondaway Canyon Project, page 14
8. We assume that the reference in the second paragraph of this
section to a technical report filed with the SEC relates to the
Form
6-K received on February 4, 2004. Industry Guide 7 specifically
prohibits the filing of such reports. Furthermore, reports
submitted
under Form 6-K are not deemed as filed for the purposes of Section
18
of the Securities Exchange Act of 1934. Remove all references to
technical reports filed with the SEC.
9. It is very important to clearly distinguish between "Reserves,"
which have a clearly defined technical, legal, and economic
meaning,
and "Non-reserve" mineralization that may or may never be mined at
a
profit for various reasons. In addition, within a "Non-Reserve"
section, disclose the measured and indicated resources separately
from
the inferred resources, using separate tables and narratives.
Resources should only be reported as "in place" tonnage and grade,
and
should not be disclosed as units of product, such as ounces of
gold or
pounds of copper. The relative quality, reliability, and risk
associated with each group of estimates must be clearly
distinguished
and conveyed to the average non-technical reader.
Before the Measured and Indicated Resource table, insert the
following
including the indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Measured
and
Indicated Resources.
This section uses the terms "measured" and "indicated resources."
We
advise U.S. investors that while those terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange
Commission does not recognize them.
U.S. investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into
reserves.
Before the Inferred Resource table, insert the following including
the
indenting and bolding:
Cautionary Note to U.S. Investors concerning estimates of Inferred
Resources.
This section uses the term "inferred resources." We advise U.S.
investors that while this term is recognized and required by
Canadian
regulations, the U.S. Securities and Exchange Commission does not
recognize it. "Inferred resources" have a great amount of
uncertainty
as to their existence, and great uncertainty as to their economic
and
legal feasibility. It cannot be assumed that all or any part of
an
Inferred Mineral Resource will ever be upgraded to a higher
category.
Under Canadian rules, estimates of Inferred Mineral Resources may
not
form the basis of feasibility or pre-feasibility studies, except
in
rare cases.
U.S. investors are cautioned not to assume that part or all of an
inferred resource exists, or is economically or legally minable.
10. Mineral resources must have "reasonable prospects for economic
extraction." This means that any reportable "resource" estimates
must
have been delimited using an economically based cutoff grade to
segregate resources from just mineralization. Disclose the cutoff
grade used to delimit the tonnage estimates. Also, disclose the
analysis and relevant factors that substantiate the cutoff grades
used
were based on reasonable economic assumptions. The relevant
factors
must realistically reflect the location, deposit scale,
continuity,
assumed mining method, metallurgical processes, operational and
capital costs, and reasonable metal prices based on the recent
historic three-year average. Or if the resource estimates are not
based on economic cutoffs, remove the estimates.
Como district, page 15
11. The third paragraph of this section refers to chip sample
grades
up to 4.86 OPT. This high grading of the data set does not make a
balanced presentation. As a general checklist, when reporting the
results of sampling and chemical analyses:
* Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated
based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
an
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.
Revise the text accordingly.
Note 15. Differences between Canadian GAAP and US GAAP, page 17
12. You state that you would be characterized as a "development
stage
enterprise", which is a phrase commonly used in financial
statements
in other industries. Under Industry Guide 7, mineral exploration
companies in the exploration stage may not call themselves
"development stage companies." Please revise your
characterization to
be an "exploration stage company". Refer to
www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm under section
F
(10) titled "Issues in the Extractive Industry," for further
guidance.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes
all information required under the Securities Exchange Act of 1934
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
You may contact Ryan Milne at (202) 551-3688, or April Sifford, at
(202) 551-3684 if you have questions regarding comments on the
financial statements and related matters. You may contact Ken
Schuler, Mining Engineer, at (202) 551-3718 with questions about
engineering comments.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Ms. April Sifford
Mr. Ryan Milne
Mr. Ken Schuler
Mr. Roland M. Larsen
Royal Standard Minerals, Inc.
September 16, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010