In re Pretium Resources Inc. Securities Litigation, 256 F. Supp. 3d 459

Background

Pretium Resources, Inc. and three executing officers were sued in a putative class action for alleged violations of Section 10(b) and 20(a) of the Exchange Act based on allegedly false and misleading statements.
Plaintiffs allege stock price inflation during June 11, 2013 to October 22, 2013 due to material misstatements and omissions related to the Brucejack Project.
Key witnesses and events include the 2012 Snowden Report, the 2013 June Feasibility Study, and a Bulk Sample Program overseen by Strathcona, with updates through July–October 2013.
Plaintiffs contend that statements about reserves, production, and economics were falsified or misleading, and that Strathcona’s later negative view should have been disclosed earlier.
The court granted the motion to dismiss, finding Plaintiffs failed to plead the requisite scienter and that the contested statements were either non-actionable opinions or adequately disclosed.
The decision discusses materiality, falsity, and state-of-mind standards under Rule 10b-5 and the PSLRA, applying Omnicare guidance and related Second Circuit standards.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether planning to modify the Bulk Sample Program rendered statements misleading	Plaintiffs say July 23, 2013 statement implied Strathcona endorsement of changes to testing.	Defendants contend the statement was not misleading given context and disclosures.	Misleading factor found; but later analysis limits due to disclosures and timing.
Whether Cleopatra Vein disclosures omitted material facts	Omission of that Cleopatra Vein was narrow and unrepresentative concealed risk.	Disclosures already communicated the vein’s narrowness and non-representativeness.	Omission deemed immaterial; disclosures rendered it non-actionable.
Whether Predicted Brucejack forecasts were actionable opinions vs. factual misstatements	Forecasts were false when Strathcona disputed them and when Bulk Sample results were negative.	Forecasts were subjective opinions based on data and qualified by disclosures.	Forecasts deemed opinions, not false statements, given context and qualifications.
Whether plaintiffs plausibly plead scienter under PSLRA	Defendants acted with motive/intent or reckless disregard due to conflicting QP opinions.	No concrete, personal motive; allegations are insufficient to show recklessness.	Plaintiffs fail to plead strong inference of scienter; dismissal upheld.
Whether the §10(b) claims survive Rule 9(b) and PSLRA standards	Detailed falsity and mens rea facts were pleaded with particularity.	Pleading standards unmet; allegations too generalized and speculative.	Claims fail under Rule 9(b) and PSLRA; dismissal affirmed.

Key Cases Cited

Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility standard for pleading; not mere conclusions)
Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308 (U.S. 2007) (strong inference of scienter required; indicates inference balancing)
Omnicare, Inc. v. Laborers Dist. Council Construction Industry Pension Fund, 135 S. Ct. 1318 (U.S. 2015) (distinguishes fact vs. opinion and omission materiality)
Dura Pharm., Inc. v. Broudo, 544 U.S. 336 (U.S. 2005) (pleading standard for scienter; required to plead strong inference)
In re Time Warner Inc. Sec. Litig., 9 F.3d 259 (2d Cir. 1993) (duty to disclose ongoing information when statements misleading)
City of Austin Police Ret. Sys. v. Kinross Gold Corp., 957 F. Supp. 2d 277 (S.D.N.Y. 2013) (differences of opinion among experts does not alone show scienter)
Novak v. Kasaks, 216 F.3d 300 (2d Cir. 2000) (recklessness standard in scienter analyses)
ECA, Local 134 IBEW Joint Pension Trust of Chi. v. JP Morgan Chase Co., 553 F.3d 187 (2d Cir. 2009) (motive and opportunity requirements for scienter)
Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S. Ct. 1318 (U.S. 2015) (liability for opinions; omission can render opinion misleading)