Regulatory Alerts2021-08-12
Draft Amendments to Policy Statement to Regulation 51-102 respecting Continuous Disclosure Obligations
The securities regulators 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 the requirement to file a business acquisition report if the transaction is at arm's length, involves no other assets or liabilities, and lacks recent exploration or production activity. This change provides specific criteria for issuers to follow when assessing whether a mining asset purchase triggers continuous disclosure obligations under securities legislation.
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 certain acquisitions of mining assets may constitute acquisitions of a business for securities legislation purposes even if they 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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