Canadian Securities Regulators propose changes to NI 43-101 Standards of Disclosure for Mineral Projects

On February 13, 2025, the British Columbia Securities Commission (the “BCSC”) released an Information Notice with drafts of proposed changes to National Instrument 43-101 Standards of Disclosure for Mineral Projects and its related companion policy and technical report form (“NI 43-101”) (the “Proposed Amendments”).

In the Information Notice, the BCSC advised that the Canadian Securities Administrators (the “CSA”) intend to repeal and replace NI 43-101, Form 43-101F1 Technical Report (the “Technical Report Form”), and Companion Policy 43-101CP (the “Companion Policy”). The purpose of the Information Notice was to facilitate informal discussions in the mining industry relating to the Proposed Amendments. The Proposed Amendments are still under review by the CSA and subject to change. There is currently no set timeline for the CSA to commence a formal request for comment period, which would be followed by formal implementation of the amendments.

Background and process

Over the years, the CSA have continuously monitored mining companies’ compliance with the mineral disclosure requirements in NI 43-101. Via processes such as continuous disclosure reviews, prospectus reviews, and targeted issue-oriented reviews, the CSA has gathered data regarding what it views as disclosure deficiencies and possible areas for streamlining and improvement.

As a result of this process, in April 2022, the CSA published Consultation Paper 43-401 Consultation on National Instrument 43-101 Standards of Disclosure for Mineral Projects, seeking feedback on potential amendments to NI 43-101. The consultation period concluded on September 13, 2022. The Information Notice is the CSA’s first public work product based on that stakeholder feedback, and it is not expected that there will be major changes when the CSA formally publishes the Proposed Amendments for comment.

Key changes

The CSA has proposed several key changes to NI 43-101:

Changes to “qualified person” requirement

The Proposed Amendments have a revised definition of qualified person (“QP”), with the education requirement having been removed (on the basis that this is covered by the professional licensing requirement). The updated QP definition also clarifies that a QP’s required experience in the mining industry (i.e., at least 5 years) must be gained after registration as a professional geoscientist, engineer, or equivalent.

QP approval required for all disclosure

Under the Proposed Amendments, the general requirement for preparation or approval of scientific and technical disclosure by a qualified person (QP) will apply to all mineral projects of an issuer rather than only to material projects. However, it is important to note that the requirement to file technical reports will still only apply to material projects.

Relevant vs. material scientific and technical information

The standard for technical report authors to include information in reports is to change, so that the phrase "relevant scientific and technical information" will be used instead of "material scientific and technical information." For the purposes of a technical report, these proposed changes clarify that the qualified person should focus on determining what information is relevant to the mineral project, rather than assessing materiality.

Ability to add inferred resources to other mineral resource categories

The Proposed Amendments will remove the current restriction on adding inferred mineral resources to other resource categories (i.e., measured and indicated resources) when disclosing information about mineral resources. Issuers will still be required to disclose the number for each resource category, but will no longer be prohibited from adding them together. This change is the result of observation of industry practices, the general understanding in the industry that inferred mineral resources cannot be converted (directly) into mineral reserves and the fact that the confidence level of inferred mineral resources was increased by the Canadian Institute of Mining, Metallurgy, and Petroleum (“CIM”) in 2014.

Technical report requirement eliminated for royalty issuers

The Proposed Amendments remove the requirement for royalty-only issuers to file technical reports. The CSA noted that under current NI 43-101 requirements, these reports provided limited information because the QP for a royalty issuer does not usually have access to the project owner's data. This limited the QP’s ability to perform a personal inspection or verify technical information.

Changes to current personal inspection requirement

There are a couple of significant changes to the requirement for an author of a technical report to carry out a current personal inspection of a mineral project:

• The Proposed Amendments would eliminate the ability to defer personal inspections due to seasonal weather conditions. The current requirements allow a qualified person to delay the inspection and refile the technical report later. According to the CSA, the deferral was rarely used and often resulted in non-compliance (i.e., by the issuer not later refiling the technical report as required).

   

• A standalone form item requiring specific disclosure relating to the personal inspection is proposed to be added to the Technical Report Form. 

Data verification

It has been clear for some time from CSA pronouncements, dialogue with stakeholders and from deficiency comments during disclosure reviews that the CSA has considered a lot of issuer disclosure relating to the QP data verification requirement to be deficient. The Proposed Amendments address disclosure of data verification at all stages of mineral project development. According to the CSA, many QPs currently limit their data verification to exploration and drilling activities, overlooking other technical data like metallurgy and mining methods. The Proposed Amendments will require specific disclosure of data verification by qualified persons for each item in the technical report. Furthermore, these amendments do not include materiality qualifiers in their current form.

Goodbye preliminary economic assessment, hello scoping study

The CIM has updated the CIM Definition Standards, and accordingly in the Proposed Amendments the CSA has replaced the term “preliminary economic assessment” (“PEA”) with the new defined term “scoping study” in order to align with industry practice. It will continue to be a requirement under NI 43-101 that disclosure relating to scoping studies contain specific cautionary statements to inform investors about the conceptual nature of these studies. 

Enhanced disclosure re: Indigenous peoples, rightsholders and communities

The Proposed Amendments will require enhanced disclosure in technical reports relating to permits, agreements, and negotiations with Indigenous Peoples, rightsholders, or communities. The amendments intend to ensure that investors fully understand the risks and uncertainties related to mineral projects. This is another area where CSA staff and some stakeholders considered existing disclosure requirements too vague and general and the resulting disclosure lacking.

Removal of ability to use foreign reporting codes for resources and reserves

The current version of NI 43-101 allows issuers to rely on certain foreign reporting codes (e.g., the JORC Code, the SAMREC Code) in certain situations when disclosing mineral resources and reserves. However, since 2011, Canada and other major mining jurisdictions have aligned their definitions for mineral resources, reserves, and studies with the Committee for Mineral Reserves International Reporting Standards, ensuring global consistency in mining project reporting. As a result, in the CSA’s view, the CIM Definition Standards are now sufficiently similar to other jurisdictions, so there is no longer a need to allow issuers to rely on other reporting codes. Therefore, under the Proposed Amendments this exemption has been removed.

 

For further analysis and explanation of this issue, please don’t hesitate to reach out to the authors or any member of our Mining team or our Equity Capital Markets team.