The Canadian Securities Administrators (“CSA”) have published for comment proposed amendments to National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), Form 43-101F1 Technical Report (“Form 43-101F1”) and the corresponding companion policy (the “Proposed Amendments”). The Proposed Amendments are intended to clarify, modernize and streamline Canada’s mining disclosure regime without introducing new requirements. Comments are due by October 10, 2025.
Background
As we discussed in a previous post, in April 2022, the CSA published Consultation Paper 43-401 Consultation on National Instrument 43-101 Standards of Disclosure for Mineral Projects, in which they solicited feedback on potential amendments to Canada’s mining disclosure regime.
The Proposed Amendments have been designed to address evolving disclosure practices, policy considerations and comments expressed in response to the consultation paper. The Proposed Amendments would:
- remove or replace certain definitions that have become outdated;
- modernize and streamline certain requirements to reflect current industry practice;
- remove certain requirements that have become outdated;
- provide clarification and guidance on certain definitions and requirements; and
- make other minor drafting changes to clarify disclosure requirements.
Key Proposed Changes
Terminology and definitions
- Mineral project: The terms “mineral project”, “project”, “mineral property” and “property” are currently used interchangeably and would be replaced with the term “mineral project”. The references to diamonds, base metals, precious metals and industrial metals in the current definition of “mineral project” would be removed as they are considered to be examples of natural solid inorganic material or natural fossilized organic material;
- Early stage and advanced properties: The terms “early-stage exploration property” and “advanced property” would be removed to make the proposed Form 43-101F1 suitable for all mineral project stages; and
- Qualified person: The definition of “qualified person” would be updated to: (i) remove the education requirement as it is covered by professional licensing criteria; (ii) clarify that experience in the minerals industry must be gained after registration as a professional geologist or engineer; and (iii) clarify the meaning of experience relevant to the subject matter of the mineral project. The Proposed Amendments would also clarify that all scientific or technical information must be based on information prepared or approved by a qualified person, for alignment with current industry practice.
Harmonization with global standards
- Foreign codes: As a result of the harmonization of definitions for mineral resources, mineral reserves and mining studies among all major international mining jurisdictions, references to defined foreign codes would be removed such that all technical report disclosure would align with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) definitions.
New CIM definitions
- CIM is adding certain definitions to its revised CIM Definition Standards for Mineral Resources and Reserves for consistency with global standards, and these definitions would be incorporated by reference in the proposed NI 43-101.
Disclosure and reporting enhancements
- Technical reports would now require:
- Details on environmental and social issues: The dates and sources of any environmental, permitting and social reporting disclosure would be required to be included and certain outdated terminology would be replaced;
- Details on Indigenous Peoples, rightsholders and communities: Issuers would be required to disclose information about permits, agreements and negotiations with Indigenous Peoples, rightsholders or communities concerning the mineral project;
- Current personal inspection requirement: Technical reports would include a new standalone item requiring disclosure specific to the current personal inspection by each qualified person;
- Mineral resource disclosure: The Proposed Amendments would codify current industry practice by requiring: (i) information about how reasonable prospects for eventual economic extraction were determined; (ii) enhanced disclosure about the classification of mineral resource estimates; (iii) the issuer’s attributable percentage of resources for fractional ownerships; and (iv) project-specific risk disclosure requirements for mineral resource estimates;
- Stricter adjacent property disclosure: While disclosure relating to adjacent properties may still be included, the Proposed Amendments would provide that an issuer cannot focus on this type of disclosure and must include cautionary statements that such information is not necessarily indicative of mineralization on the issuer’s mineral project; and
- Data verification: Specific disclosure about the data verification performed by qualified persons would be required for each item of the technical report;
- Royalty issuer technical reports: The removal of the requirement that an issuer that only has a royalty or similar interest in a mineral project file a technical report;
- Disclaimers: An issuer’s disclosure, including but not limited to a technical report, would not be permitted to include any disclaimer of scientific or technical information; and
- Written disclosure and material mineral projects: The prescribed requirements for written disclosure would apply to material and non-material mineral projects. The Proposed Amendments would also clarify that the requirements apply to written disclosure regarding data verification, exploration information and mineral resources and reserves, for alignment with current industry practice.
Other technical updates and guidance
- Relevant scientific and technical information: The phrase “material scientific and technical information” would be replaced with “relevant scientific and technical information” to clarify that the qualified person is not expected to determine materiality but to determine what information is relevant for the purpose of the technical report;
- Removal of deferred current personal inspection: The ability to defer a current personal inspection of a mineral project by a qualified person due to seasonal weather conditions would be removed; and
- Additional guidance: New guidance specific to technical report disclosure would be introduced in the companion policy to assist qualified persons in their preparation of reports.
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