Canadian Securities Regulators Re-Examining Disclosure Standards for Mineral Projects
On April 14, 2022, the Canadian Securities Administrators (CSA) issued a consultation paper (the “Consultation Paper”) seeking feedback about the efficacy of certain key provisions of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), and whether regulatory changes would address concerns expressed by certain stakeholders. The CSA are accepting comments on the Consultation Paper until July 13, 2022.
Purpose of NI 43-101
NI 43-101 governs disclosure of scientific and technical information regarding mineral projects of issuers that operate in the mining industry to protect the investing public and the integrity of the Canadian capital markets. All disclosure, whether oral or written, must be based upon information prepared by and under the supervision of a “qualified person”, and specified terminology is required when disclosing mineral resources and mineral reserves. In addition, mining issuers must prepare and file technical reports prepared by one or more qualified persons (who, in certain cases must be independent of the mining issuer).
Reasons for Change
As noted in the Consultation Paper, Canada plays a key role in mining capital formation and NI 43-101 is globally renowned as a leading standard for mineral project disclosures. However, the CSA believes there are a few reasons why improving and modernizing NI 43-101 might be required.
First, the Consultation Paper mentions that the mining industry has experienced various changes since NI 43-101 was last amended in 2011, which include (i) updates to definitions and best practices guidelines by the Canadian Institute of Mining, Metallurgy and Petroleum, (ii) emerging demand for commodities related to the growth in green energy and carbon neutral initiatives, (iii) increased awareness of the risks related to mineral project development, and (iv) an improvement of mineral project reporting codes and disclosure standards by other influential jurisdictions, including the United States and Australia.
The Consultation Paper also indicates that since 2011 the CSA has continually monitored the mineral disclosure requirements in NI 43-101 and gathered data evidencing certain deficiencies identified through continuous disclosure reviews, prospectus reviews, and targeted issue-oriented reviews.
Key Issues for Consultation
The CSA are soliciting feedback from stakeholders on a wide range of issues under NI 43-101, including questions and concerns relating to:
- disclosure for pre-mineral resource stage projects;
- the alignment of NI 43-101 disclosure requirements with disclosure requirements of other influential mining jurisdictions;
- the 45-day period allowed for filing a technical report following the initial disclosure of technical information in certain circumstances;
- the definition of qualified person considering evidence gathered by the CSA showing inaccurate self assessments by qualified persons of their independence, competence, expertise or relevant experience;
- data verification disclosure;
- historical estimate disclosure;
- preliminary economic assessment disclosure;
- personal inspections requirements applicable to qualified persons and whether such inspections can be achieved through the use of remote technologies;
- exploration information disclosure requirements;
- mineral resource and mineral reserve estimation disclosure;
- environmental and social disclosure;
- rights of Indigenous People disclosure; and
- capital and operating costs and economic analysis disclosure.
For the time being, the CSA are focused on collecting information to understand how to improve the current mineral disclosure requirements. As stated by Louis Morisset, CSA Chair and President and CEP of the Autorité des marches financiers, “[t]he CSA wants to ensure that Canada continues to set the gold standard for effective and efficient disclosure about mining issuers’ material properties.”
A copy of the Consultation Paper, which includes specific questions the CSA are hoping stakeholders will address, can be found here.
For further information, please contact any member of our Capital Markets Group or Mining Group.
Expertise
Authors
Insights
-
Capital Markets
CSA Defers Launch of SEDAR+
On June 1, 2023, Canadian Securities Administrators (CSA) provided an update on the launch of the new System for Electronic Data Analysis and Retrieval + (SEDAR+). SEDAR+, a new national filing and… -
Capital Markets
CSA Announces Exemptions From Filing Requirements During Switch to SEDAR+
On May 11, 2023, Canadian Securities Administrators (CSA) announced important exemptions from certain securities law filing requirements in connection with the launch of the new System for Electronic… -
Capital Markets
Canadian Securities Administrators Proposes Amendments and Changes to Corporate Governance Disclosure Practices and Guidelines
The Canadian Securities Administrators (CSA) has published for comment proposed amendments and changes to: (i) Form 58-101F1 Corporate Governance Disclosure (Form 58-101F1) of National Instrument… -
Technology
U.S. District Court Finds NBA Top Shot Moments may be Subject to U.S. Securities Laws
On May 12, 2021, a class action law suit was filed against Dapper Labs, Inc. in the U.S. District Court for the Southern District of New York (the “Court”) alleging that Dapper Labs violated U.S… -
Technology
Canadian Securities Administrators Announce Enhanced Pre-Registration Undertaking Requirements for Crypto Trading Platforms
Further to its December 12, 2022 announcement, the Canadian Securities Administrators (CSA) published Staff Notice 21-332 – Crypto Asset Trading Platforms: Pre-Registration Undertakings (“SN… -
REITS and Income Securities
The Legal Industry Reviews Canada - REITs Chapter
Stephen Pincus, Brenda Gosselin, and Bill Gorman have co-authored The Benefits of Canada - Cross Border and Foreign REITs in the first edition of The Legal Reviews Canada.See below to read…
Featured Work
-
Capital Markets
StorageVault convertible debenture offering
Goodmans LLP acted for the underwriters in connection with a public offering by StorageVault Canada Inc. (“StorageVault”) of convertible senior unsecured debentures (the “Debentures”) on a bought deal… -
Capital Markets
E Automotive Inc. equity private placement
Goodmans LLP acted for E Automotive Inc. d/b/a EINC in its non-brokered private placement offering of 4,814,100 common shares ("Shares') to Intercap Equity Inc. at a price of C$4.23 per Share for… -
Capital Markets
Northwest Healthcare Properties REIT base shelf prospectus renewal and establishment of ATM program
Goodmans LLP acted for Northwest Healthcare Properties Real Estate Investment Trust (the "REIT") in connection with the renewal of its existing base shelf prospectus and filing and obtaining a receipt… -
Capital Markets
Northwest Healthcare Properties REIT convertible debentures offering
Goodmans LLP acted for Northwest Healthcare Properties Real Estate Investment Trust (the "REIT") in connection with a public offering whereby the REIT sold C$135 million aggregate principal amount of… -
Capital Markets
Brookfield Corporation $1 Billion of Medium-Term Note Offering
Goodmans LLP acted for the syndicate of agents led by CIBC World Markets Inc., in connection with a public offering of C$1 billion aggregate principal amount of medium-term notes of Brookfield… -
Capital Markets
Brookfield Renewable Partners $400 million Medium-Term Note Offering
Goodmans LLP acted for a syndicate of agents led by BMO Nesbitt Burns Inc., on the sale by Brookfield Renewable of C$400 million aggregate principal amount of medium-term notes, Series 15, due…
News & Events
-
Banking and Financial Services
Goodmans Partners Recognized in the Lexpert Special Edition: Finance and M&A 2023
We are delighted to announce the Lexpert Special Edition: Finance and M&A 2023 once again features Goodmans partners among Canada's experts.Congratulations to our 29 featured partners:Alan… -
Banking and Financial Services
The Canadian Legal Lexpert Directory 2023 Continues to Recognize Goodmans
We are proud to announce we have once again been recognized in The Canadian Legal Lexpert Directory 2023.85 Goodmans lawyers have been recognized as top-tier in their fields and leaders across… -
Banking and Financial Services
Chambers and Partners Continues to Honour Goodmans with Global Recognition
We are proud to announce Goodmans LLP has once again received top tier recognition from Chambers and Partners in the Chambers Global 2023 Guide released today. Recognition from Chambers and…