On April 9, 2015, the Canadian Securities Administrators
("CSA") released Staff Notice 43-309
Review of Website Investor Presentations by Mining Issuers
which summarizes the results of a review of investor presentations
on mining issuers' websites and provides guidance to mining
issuers concerning the disclosure requirements under National
Instrument 43-101 Standards of Disclosure for Mineral
Projects ("NI 43-101"). The Staff
Notice was based on an assessment of 130 investor presentations on
the websites of mining issuers at the pre-production stage for
compliance with NI 43-101 and for compliance with the forward
looking information ("FLI")
requirements. The Staff Notice is available here.
Information found on issuer websites is "written
disclosure" to which the disclosure requirements of NI 43-101
apply. While most issuers are reasonably careful to ensure that
formal disclosure documents filed with the regulators comply with
NI 43-101 requirements, many issuers do not apply the same degree
of disclosure compliance to informal documents such as investor
presentations which they post on their websites. The result is
that, of the 130 websites reviewed by the CSA, only 18% were found
to have substantial compliance with NI 43-101.
The most common types of non-compliance identified in the Staff
Name of the qualified person ("QP").
Written disclosure of scientific or technical information must
include the name and the relationship to the issuer of the QP.
Preliminary economic assessment
("PEA"). Disclosure of a preliminary economic
assessment must be accompanied by the cautionary statements
specified in subsection 2.3(3) of NI 43-101.
Mineral resources are not mineral reserves.
Written disclosure which includes the results of an economic
analysis of mineral resources must be accompanied by an equally
prominent statement that the economic viability of the mineral
resources has not been demonstrated by the economic analysis.
Whether mineral resources include mineral
reserves. When reporting both mineral resources and
mineral reserves, the disclosure should clearly state whether
mineral resources include or exclude mineral reserves. The CIM
Estimation Best Practice Committee recommends that mineral
resources should be reported separately and exclusive of mineral
Exploration targets. If a mining issuer
chooses to disclose an exploration target, it must provide a
reasonable basis for the target and must include a statement that
"the potential quantity and grade is conceptual in nature,
there has been insufficient exploration to define a mineral
resource" and that "it is uncertain if further
exploration will result in the target being delineated as a mineral
Historical estimates. Information about the
source, date, reliability, key assumptions and other factors must
be provided each time a historical estimate is disclosed.
QA/QC information. All written disclosure must
include a summary of the quality assurance program and quality
control measures applied during the work program being
The Staff Notice also noted that a significant number of
economic studies (both PEAs and pre-feasibility or feasibility
studies) reported only pre-tax financial results or provided no
information about the tax rate for the mineral project. In
addition, the CSA noted that mineral resource and mineral reserve
estimates should disclose metal or commodity price assumptions, as
these are key factors in establishing the cut-off grade.
With respect to FLI, the Staff Notice states that FLI for mining
issuers includes metal price assumptions used in mineral resource
and mineral reserve estimates as well as other assumptions used in
economic analysis and financial projections based on engineering
We strongly recommend that mining issuers carefully review their
websites for compliance with disclosure requirements, and establish
ongoing procedures for compliance reviews before information is
added to their websites.
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The Government of Alberta recently announced a number of policy changes that will impact the Alberta Electricity Market, composed of its generators, transmitters, distributors, retailers, electricity consumers and wholesale electricity market.
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