Digging Deeper II: Update to CSA Proposal to Modernize Disclosure Requirements for Mining Issuers

On June 12, 2025, the Canadian Securities Administrators (the “CSA”) published a notice and request for comment (the “CSA Notice”) to repeal and replace the current National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), Form 43-101F1 – Technical Report (the “Form”) and Companion Policy 43-101CP (the “Companion Policy”) to NI 43-101, as well as consequential amendments to various other instruments and forms (collectively, the “Proposed Amendments”), which closely follows the proposed amendments contained in the information notice published by the British Columbia Securities Commission on February 13, 2025. The Proposed Amendments are open for a 120-day comment period until October 10, 2025.

For a summary of the Proposed Amendments, see our prior update from March 2025, and the full text of the Proposed Amendments can be found at CSA Notice.

Background

It has been over two decades since NI 43-101 came into force and 14 years since the last significant update, during which time there have been changes in industry practice and expectations with respect to disclosure requirements for mineral projects. In April 2022, the CSA published Consultation Paper 43-401 Consultation on National Instrument 43-101 Standards of Disclosure for Mineral Projects (the “Consultation Paper”) to solicit feedback on potential amendments to Canada’s mining disclosure regime. The Proposed Amendments, which address considerations identified by CSA Staff and comments received in response to the Consultation Paper, are intended to modernize, clarify and streamline Canada’s mining disclosure regime and continue to protect investors, without imposing an undue regulatory burden on reporting issuers with mineral projects.

OSC Annex to CSA Notice

The Ontario Securities Commission (the “OSC”) published an annex to supplement the CSA Notice that describes the anticipated costs, benefits and practical impacts of the Proposed Amendments on the 338 reporting issuers with mineral projects that have the OSC as their principal regulator, representing 21% of all Canadian reporting issuers with mineral projects (70% of Canadian reporting issuers with mineral projects have the British Columbia Securities Commission as their principal regulator).

In the OSC’s view, the Proposed Amendments will:

• ensure Canada continues to maintain its leadership role globally in mining capital formation and mineral project disclosure requirements;
• promote capital formation by modernizing and clarifying the disclosure requirements and providing better alignment with international disclosure standards and current industry practice;
• streamline disclosure requirements without compromising investor protection; and
• enhance investor protection by providing investors with consistent and comparable information to make informed investment decisions.

Notably, the OSC anticipates that most Ontario reporting issuers with mineral projects will not incur a material increase in compliance costs as a result of the Proposed Amendments, recognizing there will be some implementation and transition costs for reporting issuers. It is also anticipated that the additional guidance in the Companion Policy specific to the Form will provide clarity that will benefit reporting issuers and qualified persons preparing technical disclosure, potentially lowering the amount of time and cost to prepare same and reducing the number of interventions by regulators (based on OSC Staff interventions between 2020 and 2023, 54 technical reports had been amended and refiled and 27 clarifying news releases had been issued).

Update to Extension of Mineral Exploration Tax Credit

Building on our March 2025 update, the Department of Finance indicated that the mineral exploration tax credit (the “METC”) – which had been scheduled to expire on March 31, 2025 – would be extended by an additional two years to March 31, 2027. Although the proposed extension was announced by the federal government on March 3, 2025, the METC extension has yet to be introduced as formal legislation.

If you have any questions regarding the changes discussed above, please contact Charlie Malone at [email protected], Michael Rennie at [email protected], Julian Lupo at [email protected], Marija Tasevska (tax) at [email protected] or any other member of Wildeboer Dellelce LLP. The authors gratefully acknowledge the assistance of summer student Daivik Shelat in the preparation of this update.

This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.

If you would like further information regarding the issues discussed in this update or if you wish to discuss any aspect of this commentary, please feel free to contact us.