On February 13, 2025, the Canadian Securities Administrators (CSA) released an informal information notice setting out “near final” drafts of proposed amendments to National Instrument 43-101 Standards of Disclosure for Mineral Projects (the Instrument), as well as Form 43-101F1 Technical Report (the Technical Report Form), and the Companion Policy 43-101CP to the instrument (the Companion Policy). The proposals also include consequential amendments to several existing rules and forms, such as National Instrument 44-101 Short Form Prospectus Distributions, National Instrument 44-102 Shelf Distributions and Form 51-102F2 Annual Information Form.

The proposed amendments, which the CSA terms the “Modernized Disclosure Requirements”, are in response to Consultation Paper 43-401 Consultation on National Instrument 43-101 Standards of Disclosure for Mineral Projects, published by the CSA in April 2022, seeking input on potential amendments to Canada’s mining disclosure regime.

The Modernized Disclosure Requirements are intended to modernize and streamline Canada’s mining disclosure regime, addressing disclosure practices and policy considerations by updating definitions, removing outdated requirements, clarifying key provisions and making minor drafting improvements to align with current industry practices.

Once the Instrument, Technical Report Form and the Companion Policy are formally published, the CSA will release a Notice and Request for Comment, providing stakeholders with an opportunity to submit feedback on the proposed amendments. The timing of this publication has not yet been announced by the CSA.

Key proposed changes

Changes to definitions

• “mineral project” – the current Instrument, Companion Policy and Technical Report Form use the terms “mineral project”, “project”, “mineral property” and “property” interchangeably. These terms are proposed to be replaced with the single term “mineral project.”
• “early-stage exploration property” and “advanced property” – these definitions are proposed to be removed to make the proposed Technical Report Form suitable for all mineral project stages, addressing a concern of issuers with mineral projects at various stages.
• “qualified person” – updates to the definition include clarifying: that the requirement of five years experience in the minerals industry means five years experience as a professional geologist or engineer and the requirement of appropriate experience relevant to the subject matter of the mineral project means a level of experience sufficient to be able to identify with substantial confidence valid assumptions and risks that could affect the reliability of data related to the mineral project.
• “producing issuer” – a proposed increase of the gross revenue threshold for classification as a producing issuer such that an issuer will be considered a producing issuer if the issuer has both gross revenue of at least CAD $55.0 million from a mining operation in its most recently completed financial year (increased from $30.0 million) and at least CAD $165.0 million in aggregate over its three most recent financial years (increased from $90.0 million).
• “acceptable foreign code” – proposed removal of references to foreign codes, on the basis that the CIM Definition Standards on Mineral Resources and Reserves (the CIM Definitions) incorporated by reference into the current instrument have, since 2011, been harmonized to align with those of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO), the international organization that represents more than 85% of global jurisdictions with mineral project reporting standards.
• The following definitions will be added to the CIM Definition Standards and incorporated by reference in the proposed NI 43-101:
  • “scoping study”, which replaces the current definition of “preliminary economic assessment”;
  • “exploration target” which replaces “target for further exploration”; and
  • “life of mine plan” which will be used when disclosing mineral project status while in production.

Mineral resource disclosure

The Modernized Disclosure Requirements propose to codify current industry practice by requiring:

• information about how reasonable prospects for eventual economic extraction were determined;
• enhanced disclosure about the classification of mineral resource estimates;
• the issuer’s attributable percentage of resources for fractional ownerships; and
• project-specific risk disclosure requirements for mineral resource estimates.

The Modernized Disclosure Requirements clarify that prescribed written disclosure requirements for scientific and technical information apply to both material and non-material mineral projects, rather than material mineral projects only. These requirements apply to written disclosure regarding data verification, exploration information, and mineral resources and mineral reserves. The phrase “material scientific and technical information” is proposed to be replaced with “relevant scientific and technical information” to clarify that the qualified person determines what information is relevant, not material, for the technical report.

Disclaimers

All disclosure made by an issuer of scientific or technical information concerning a mineral project, not only disclosure in a technical report, must be based on information prepared by a qualified person or approved by a qualified person, including disclosure in public speeches, interviews involving representatives of the issuer and information contained in continuous disclosure filings required by securities legislation.

Data verification

Under the Modernized Disclosure Requirements, qualified persons are required to provide specific disclosure of data verification for each item of the technical report, not only to some sections.

Indigenous Peoples, rightsholders and communities

Proposed changes to the Technical Report Form will incorporate specific disclosure of environmental permits, agreements and negotiations with Indigenous Peoples, rightsholders or communities concerning the mineral project.

Personal inspection by qualified persons

The Modernized Disclosure Requirements propose to enhance the current personal inspection requirement of the qualified person by including a new standalone item in the proposed Technical Report Form for disclosure specific to the current personal inspection by each qualified person, highlighting this important element of the technical report. The proposed Instrument also removes the current exception allowing a deferral of the current personal inspection requirement due to seasonal weather conditions.

Exemption for royalty-only issuers

Royalty-only issuers will no longer be required to file a technical report. An issuer is exempt if its only interest in a mineral project is a royalty or similar interest. This includes a gross overriding royalty, net smelter return, net profit interest, free carried interest and a product tonnage royalty.

Adjacent properties

The new definitions in the proposed Instrument removes references to “adjacent property” and instead refers to these properties as neighbouring or analogue projects. The new disclosure requirements will limit the use of these references by requiring that an issuer cannot focus on this type of disclosure and must include cautionary statements that this information is not necessarily indicative of mineralization on the issuer’s own mineral project.

Once published, the Instrument, Technical Report Form and Companion Policy will be subject to a CSA Notice and Request for Comment, inviting stakeholder feedback. Dentons will continue to monitor developments and provide updates as more information becomes available.

For more information on this topic, please contact the authors David Hunter, Kimberly Burns, Eric Lung or Mary Su. Thank you to our articling student, Nicholas Tsang for his contributions to this insight.