Due Diligence — Technical Studies

"Within the mining industry the term “due diligence” is used to describe a detailed data review, generally in connection with the purchase or sale of a mineral property, the approval of a large capital expenditure, or the borrowing of a large sum of money.The term originates in the requirement of the board of directors of a corporation to “act honestly and in good faith and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances” (OBCA, 1994). Furthermore, the law assumes that a corporation (or its board) will have exercised due diligence in the acquisition of an asset and, therefore, knowingly (in the absence of fraud or deceit) will have taken on the liabilities and obligations associated with the asset (Nelson, 1994). This is the familiar “Buyer Beware”.Directors are liable for their decisions except “if the director relies in good faith up on financial statements of the corporation represented by an officer of the corporation or in a written report of the auditor, or a report of a lawyer, accountant, engineer, appraiser, or other person whose profession lends credibility to a statement made by any such person.”(OBCA, 1994).Hence the importance of reports prepared by professionals. They provide confirmation that the directors have exercised due diligence in the performance of their duties. For this reason these reports are referred to as due diligence studies."