The AMF and the other members of the Canadian Securities Administrators (CSA) have, in June 2011, made significant changes to Regulation 43-101 Standards of Disclosure for Mineral Projects (Regulation 43-101). One significant change relates to the requirement to file a technical report in support of disclosure made in a short form prospectus. This change clarifies the situations when a new technical report must be filed and reduces the uncertainty issuers had before.
The filing of a technical report is only required if :
- the preliminary short form prospectus contains first-time disclosure of:
- mineral resources, mineral reserves or the results of a preliminary economic assessment that constitute a material change in relation to the issuer; or
- a change in this information since the previously filed technical report, if the change constitutes a material change in relation to the issuer.
The filing of a technical report is not required if :
- the preliminary short form prospectus contains scientific or technical information (other than the information described above) on a material property. The issuer will then have to indicate in the prospectus, the name of the qualified person who prepared or supervised the preparation of the information that forms the basis for the disclosure or who approved the disclosure.
Information contained in the annual information form
- Pursuant to Regulation 43-101, an issuer will continue to be required to file a technical report to support all scientific and technical information (not only information relating to mineral resources, mineral reserves or the results of a preliminary economic assessment) contained in the issuer's annual information form.
Specific language requirements for documents filed in Québec in connection with a preliminary short form prospectus
- Pursuant to section 40.1 of the Securities ActThis link will open in a new window (Québec), when issuers conduct an offering in Québec under the short form prospectus regime, the short form prospectus and all documents incorporated by reference must be prepared in French, or in French and English. This also applies to all documents incorporated by reference in an annual information form, including technical reports, where the annual information form is incorporated by reference in a short form prospectus.
- Item 5.4 of Form 51-102F2 Annual Information Form prescribes the information that must be included in an annual information form to describe material mineral projects. This information must constitute full, true and plain disclosure. There are two ways of complying with this requirement when the annual information form is incorporated by reference in a short form prospectus:
- by providing all the information prescribed by item 5.4 on its material mineral projects directly in the annual information form. In that case, there is no obligation to have the technical report prepared in French, because it has not been incorporated by reference into the annual information form;
- by reproducing a summary from the technical report in its annual information form and incorporating by reference in the annual information form the detailed information contained in such technical report. In this case, the issuer will be required to have a technical report prepared in French which will have to be filed at the time of filing its preliminary short form prospectus.
For more information, please consult the April 8, 2011, CSA Notice (pdf - 1 MB)This link will open in a new windowUpdated on 8 April 2011 concerning the amendment made in Regulation 43-101 Standards of Disclosure for Mineral Projects.
For any questions relating to the above, please contact:
Luc Arsenault, Geologist
Phone : 514-395-0337, ext. 4373
Fax : 514-873-6155
E-mail : email@example.com