Regulatory Alerts2022-04-14
Amendments to Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations
The regulator amended Policy Statement to Regulation 51-102 to clarify the determination of what constitutes a business for mining asset acquisitions. The new provision exempts such acquisitions from requiring a business acquisition report if the transaction was at arm's length, involved no other assets or liabilities, and had no exploration or production activity in the two years prior. This change provides specific criteria for when mining asset purchases are not treated as businesses under continuous disclosure obligations.
AMENDMENTS TO POLICY STATEMENT TO REGULATION 51-102 RESPECTING CONTINUOUS DISCLOSURE OBLIGATIONS
- Section 8.1 of Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations is amended by inserting, after paragraph (4), the following: “(4.1) Determination of what constitutes a business - mining assets – While an acquisition of mining assets may constitute an acquisition of a business for securities legislation purposes even if the acquired assets do not meet the definition of a “business” for accounting purposes, we would not consider an acquisition of mining assets to be a business requiring a business acquisition report if all of the following apply: (a) the acquisition of the mining assets was an arm’s length transaction; (b) no other assets were transferred and no other liabilities were assumed as part of the acquisition; (c) there has been no exploration, development or production activity on the mining assets in the 2 years prior to the acquisition.”.
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