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this page New Version of National Instrument 43-101 - Standards of Disclosure for Mineral Projects On October 7, 2005, the Canadian Securities Administrators (CSA) published a new version of National Instrument 43-101, Form 43-101F1 and the Companion Policy 43-101CP. The instrument will come into effect on December 30, 2005. Some of the key changes that apply to geoscientists and engineers are discussed below. Professional Association We have modified the definition of professional association to recognize and accommodate the differences between Canadian and foreign jurisdictions. We found that most foreign professional associations have not been given authority or recognition by statute. Therefore we now limit this requirement to Canadian professional associations. We have dealt with foreign associations by including a list of recognized foreign associations in Appendix A of the instrument. These are associations that we previously reviewed and were satisfied that they met the other basic requirements of a professional association. If a foreign association is not on this list, then the issuer must apply for exemptive relief. Independence There is no longer a prescriptive list of tests for non-independence. We have moved to a principle-based test that involves making an assessment of any perception of bias. To be considered independent, the qualified person must determine that there are no circumstances that would or could be seen to interfere with his or her judgement in preparing the technical report. Technical Report Triggers We removed the requirement under section 4.1 for an issuer to file a technical report each time it becomes a reporting issuer in another Canadian jurisdiction if it is already a reporting issuer in a Canadian jurisdiction. We have retained the requirement that an issuer must file an independent technical report the first time it becomes a reporting issuer in a Canadian jurisdiction. We have added one additional report trigger. A technical report is now required to support information in a short-form offering document filed under the TSX Venture Exchange. This does not have to be prepared by an independent qualified person. The filing of an “annual report” will no longer be a technical report trigger. This trigger was originally intended to apply only to a document required under Quebec securities laws that is no longer a required filing in that jurisdiction. Foreign Codes The South African Mineral Resource Committee (SAMREC) Code and the United States Securities and Exchange Commission (SEC) Industry Guide 7 are foreign resource codes now acceptable under NI43-101. USGS Circular 831 has been removed from the list of accepted codes, as the SEC does not allow US companies to use this code. Certificates and Consents of Qualified Persons for Technical Reports We have modified the requirement that the qualified person certify that he or she is not aware of any material fact or material change with respect to the subject matter of the technical report which is not reflected in the report, the omission of which makes the report misleading. We felt it was inappropriate to require a qualified person to make a determination of material fact or material change in respect of an issuer. The qualified person must now certify that, to the best of the qualified person’s knowledge, information and belief, the technical report contains all scientific and technical information required to be disclosed to make the report not misleading. We have also added the requirement that the name and date of the technical report be stated in the qualified person's certificate. Occasionally the technical report and the qualified certificate are filed separately. By adding this information, there is a direct link between the certificate and the correct technical report. We have also revised the language in the qualified person's consent to state the following "…confirming that the qualified person has read the written disclosure being filed and that it fairly and accurately represents the information in the technical report that supports the disclosure." These are just a few of the changes in the new disclosure standards for mineral projects in Canada. Please refer to the OSC Website under Rules and Policies, Category 4 - Distribution Requirements, NI43-101 at www.osc.gov.on.ca for a copy of NI43-101 and a detailed summary of all of the modifications. |
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