CSA Notice of Consultation: Draft Repeal and Replacement of Regulation 43-101 respecting Standards of Disclosure for Mineral Projects

CSA Notice of Consultation
Draft Repeal and Replacement of Regulation 43-101 respecting Standards of Disclosure for Mineral Projects June 12, 2025 Introduction The Canadian Securities Administrators (CSA or we) are proposing to repeal and replace the current Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (the Regulation), including Form 43-101F1 Technical Report (the Form), with a streamlined regulation and form. We are also proposing to rescind and replace the current Policy Statement to Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (the Policy Statement) with a new policy statement. The Modernized Disclosure Requirements, as defined below, are intended to modernize and streamline Canada’s mining disclosure regime and continue to protect investors, without imposing an undue regulatory burden on market participants. We are publishing for a 120-day comment period:

• draft Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (the
  Draft Regulation), including Form 43-101F1 Technical Report (the Draft Form), including a repeal of the Regulation;
• draft Policy Statement to Regulation 43-101 respecting Standards of Disclosure for
  Mineral Projects (the Draft Policy Statement) to become effective to coincide with the adoption of Draft Regulation;
• the following related draft consequential amendments and changes :
  o Regulation to amend Regulation 44-101 respecting Short Form Prospectus Distributions; o Regulation to amend Regulation 44-102 respecting Shelf Distributions; o Regulation to amend Regulation 45-106 respecting Prospectus Exemptions; o Regulation to amend Regulation 51-102 respecting Continuous Disclosure Obligations; o Regulation to amend Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets; and

o changes to Policy Statement to Regulation 51-105 respecting Issuers Quoted in the U.S. Over-the-Counter Markets (collectively, the Modernized Disclosure Requirements). The public comment period will end on October 10, 2025. The text of the Modernized Disclosure Requirements is published with this Notice and will also be available on websites of CSA jurisdictions, including:

• www.lautorite.qc.ca
• www.asc.ca
• www.bcsc.bc.ca
• nssc.novascotia.ca
• www.fcnb.ca
• www.osc.ca
• www.fcaa.gov.sk.ca
• www.mbsecurities.ca
  Substance and Purpose
  Canada plays a leading role in mining capital formation. Canada’s mining disclosure regime is recognized internationally as the standard for mineral project disclosure. The Modernized Disclosure Requirements will allow the CSA to continue to protect investors and preserve Canada’s leading role in facilitating efficient capital formation for mining issuers. The Modernized Disclosure Requirements aim to update and enhance Canada’s mining disclosure regime to address evolving disclosure practices and policy considerations identified by CSA staff, and to reflect changes in the industry and investor expectations. As further discussed below in the Summary of the Modernized Disclosure Requirements section, the Modernized Disclosure Requirements are designed to:
• remove or replace certain definitions that have become outdated;
• modernize and streamline certain requirements to reflect current industry practice;
• remove certain requirements that have become outdated;
• provide clarification and guidance on certain definitions and requirements; and
• make other minor drafting changes to clarify disclosure requirements.
  Background
  Since the last amendments in 2011, the CSA have continually monitored the mineral disclosure requirements in the Regulation, and gathered data evidencing deficiencies identified through continuous disclosure reviews, prospectus reviews and targeted issue-oriented reviews.

In April 2022, the CSA published Consultation Paper 43-401 Consultation on Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (the Consultation Paper), seeking information to inform potential amendments to Canada’s mining disclosure regime. We received a total of 85 comment letters from various market participants, including reporting issuers, individuals, consulting and law firms, regulatory organizations and advocacy groups, including groups representing Indigenous Peoples. Summary of the Modernized Disclosure Requirements The Modernized Disclosure Requirements are meant to address evolving disclosure practices and policy considerations. The Modernized Disclosure Requirements also address the comments expressed by various market participants in response to the Consultation Paper. The Modernized Disclosure Requirements include the following amendments and changes:
Changes to terms and definitions a. Mineral project The current Regulation, Policy Statement and Form use the terms “mineral project”, “project”, “mineral property” and “property” interchangeably. The Modernized Disclosure Requirements add clarity by replacing these terms with “mineral project”. The current definition treats diamonds, base metals, precious metals and industrial metals as separate categories. The Modernized Disclosure Requirements clarify the definition of “mineral project” by removing these terms to reflect that we consider them as examples of natural solid inorganic material or natural fossilized organic material. b. Early stage and advanced properties The current Regulation defines “early-stage exploration property” and “advanced property”. The Modernized Disclosure Requirements remove these definitions to make the Draft Form suitable for all mineral project stages, which addresses concerns raised by issuers that have projects at various stages.
c. Qualified person
The gatekeeping role of the qualified person is essential to protect the investing public. The Modernized Disclosure Requirements update the qualified person definition to:

• remove the education requirement as it is covered by professional licencing criteria,
• clarify that an individual’s experience in the minerals industry must be gained after
  registration as a professional geologist or engineer, and
• clarify the meaning of experience relevant to the subject matter of the mineral project.

The Modernized Disclosure Requirements also clarify that all disclosure of scientific or technical information for material or non-material projects must be based on information prepared or approved by a qualified person. This change aligns with current industry practice and will result in consistent disclosure to investors. d. Foreign codes Since 2011, all major international mining jurisdictions, including Canada, have harmonized their definitions for mineral resources, mineral reserves and mining studies to align with those of the Committee for Mineral Reserves International Reporting Standards (CRIRSCO), the international organization that represents more than 85% of global jurisdictions with mineral project reporting standards. The Canadian Institute of Mining, Metallurgy, and Petroleum (CIM) is the Canadian member of CRIRSCO and maintains the definitions in the Canadian context. The current Regulation incorporates by reference the CIM Definition Standards for Mineral Resources and Reserves (the CIM Definition Standards), which aligns the CSA’s mining disclosure requirements with CRIRSCO standards. The current Regulation also permits foreign issuers to refer to similar definitions in standards in their jurisdiction that are similar to the CIM Definition Standards. As CIM Definition Standards are sufficiently similar to other jurisdictions, we no longer need to allow issuers to rely on other reporting codes. The Modernized Disclosure Requirements remove these defined foreign codes so that technical report disclosure will require disclosure aligned with the CIM definitions of mineral resources, mineral reserves and mining studies. New CIM definitions As part of the CSA’s initiative to align the Modernized Disclosure Requirements with industry practice, CIM is working in parallel with the CSA to include additional definitions in the revised CIM Definition Standards. The following definitions will be included in the CIM Definition Standards and incorporated by reference in the Draft Regulation:

• “scoping study” – this new CIM definition replaces the definition of “preliminary economic
  assessment” (PEA) in the current Regulation. PEA disclosure has been an area of significant non-compliance, particularly related to disclosure of a PEA after establishing mineral reserves, which has led to staff interventions and refiling of technical reports. We continue to require specific cautionary statements to alert investors about the conceptual nature of scoping studies;
• “exploration target” – this CIM definition replaces the expression “target for further
  exploration” in the current Regulation to align with global standards;
• “life of mine plan” – this new CIM definition will be used when disclosing mineral project
  status while in production to align with global standards.

Royalty issuer technical reports
An issuer that has only a royalty or similar interest in a mineral project is currently required to file a technical report. These reports provide limited information, as a royalty issuer’s qualified person does not usually have access to the owner’s data and cannot complete a current personal inspection or verify technical information. The Modernized Disclosure Requirements remove the requirement for a royalty-only issuer to file a technical report. Environmental and social issues Over the last decade, CSA staff have seen an increase in public and investor awareness of environmental and social issues related to mineral projects. However, disclosure requirements related to environmental, permitting and social matters in a technical report have remained largely unchanged since 2001. The Modernized Disclosure Requirements enhance certain terminology, for example by using the broad term “rightsholders” and replacing outdated terms such “local” and “social and community impact”. The requirements in technical reports have also been adjusted to require the dates and sources of any environmental, permitting and social reporting disclosure so the public knows whether the information is current, given the non-periodic, milestone-driven nature of a technical report. Indigenous Peoples, rightsholders and communities We considered feedback from the Consultation Paper, including from groups representing Indigenous Peoples in Canada about whether specific disclosure of the risks and uncertainties related to the rights of Indigenous Peoples or an issuer’s relationship with Indigenous Peoples should be mandatory in a technical report, and if we should require the qualified person or other expert to validate the issuer’s disclosure of significant risks and uncertainties related to its existing relationship with Indigenous Peoples. Many commenters noted that technical reports are milestone-driven documents triggered to support an issuer’s scientific and technical disclosure about its material mineral projects, and that disclosure of an issuer’s relationship generally with Indigenous Peoples and the impact on its business generally should more appropriately form part of the issuer’s ongoing continuous disclosure record. The Modernized Disclosure Requirements will instead require disclosure in a technical report specifically about permits, agreements and negotiations with Indigenous Peoples, rightsholders or communities concerning the mineral project, as that disclosure is relevant in a technical report in order for investors to fully understand and appreciate the risks and uncertainties relating to a mineral project. We remind issuers that existing disclosure obligations under Canadian securities laws require issuers to disclose material information to investors. These disclosure obligations apply irrespective of specific disclosure requirements under the Regulation or Form. Issuers need to assess whether information related to the issuer’s relationships,
engagement and agreements with

Indigenous Peoples, rightsholders or communities is material information that is required to be disclosed under Canadian securities laws. Current personal inspection requirement The current personal inspection requirement is a foundational element of the qualified person’s role as a gatekeeper to the investing public. It enables the qualified person to become familiar with conditions on the property, to observe the property geology and mineralization, and to verify the work done on the property. The Modernized Disclosure Requirements enhance this current requirement by including a new standalone item in the Draft Form for disclosure specific to the current personal inspection by each qualified person, highlighting this important element of the technical report. Removal of deferred current personal inspection The current Regulation allows for a deferral of the current personal inspection of the mineral project by a qualified person due to seasonal weather conditions, provided that the personal inspection is conducted as soon as possible and the technical report is refiled. In recent years, this provision has been rarely used and when it was used, there was non-compliance with the refiling requirement. The Modernized Disclosure Requirements remove the ability to defer a current personal inspection requirement and reinforce that at least one qualified person must conduct a current personal inspection on the mineral project before a technical report is filed. Mineral resource disclosure Mineral resource estimates represent a significant milestone for all issuers with mineral projects and these estimates are considered the foundation for all subsequent engineering studies and economic analysis of a mineral project. In November 2019, CIM published a review ‘Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines’ to assist issuers and qualified persons in preparing mineral resource estimates. In June 2020, we published CSA Staff Notice 43-311 Review of Mineral Resource Estimates in Technical Reports in which staff noted several observed deficiencies in disclosure of mineral resource estimates. As a result, since 2020 we have generally seen enhanced disclosure by qualified persons in technical reports explaining how the mineral resource estimate was determined. To ensure fulsome, comparable disclosure continues to be provided, the Modernized Disclosure Requirements codify current industry practice by requiring:

• information about how reasonable prospects for eventual economic extraction were
  determined,
• enhanced disclosure about the classification of mineral resource estimates,
• the issuer’s attributable percentage of resources for fractional ownerships, and
• project-specific risk disclosure requirements for mineral resource estimates.

Adjacent properties
Disclosure by an issuer about a property adjacent to its project is often used for promotional purposes in technical reports and other documents. The Modernized Disclosure Requirements ensure that while an issuer may still discuss neighbouring mineralization, it cannot focus on this type of disclosure and must include cautionary statements that this information is not necessarily indicative of mineralization on the issuer’s mineral project. Data verification We have seen examples of inadequate disclosure of data verification at every development stage of a mineral project. Many qualified persons incorrectly apply data verification only to exploration and drilling activities and not to other technical data, such as metallurgy or mining methods. The Modernized Disclosure Requirements require specific disclosure about the data verification performed by qualified persons for each item of the technical report. Disclaimers The current Regulation limits the use of disclaimers in a technical report but not in other disclosure. Issuers have therefore used disclaimers in other documents without regard for the veracity of the disclosure of scientific and technical information about a mineral project. The Modernized Disclosure Requirements clarify that an issuer’s disclosure (including a technical report) cannot include any disclaimer of scientific or technical information. Written disclosure and material mineral projects Under the current Regulation, there are many prescribed requirements for written disclosure pertaining to scientific and technical information that only apply to an issuer’s material mineral projects. The Modernized Disclosure Requirements clarify that the prescribed requirements for written disclosure apply to material and non-material mineral projects. The requirements apply to written disclosure regarding data verification, exploration information, and mineral resources and mineral reserves. This change aligns with current industry practice and will result in consistent disclosure to investors. Relevant scientific and technical information Technical reports are intended to provide a summary of scientific and technical information about an issuer’s material mineral projects. The Modernized Disclosure Requirements replace the phrase “material scientific and technical information” with “relevant scientific and technical information” related to the content of a technical report. This change clarifies that the qualified person is not expected to determine materiality but is expected to determine what information is relevant to the mineral project for the purpose of the technical report.

Other amendments and changes
The Modernized Disclosure Requirements include several more minor changes to enhance and clarify mining disclosure for investors. Policy Statement The Modernized Disclosure Requirements introduce draft Policy Statement guidance specific to disclosure in technical reports. This is the first time the CSA will offer extensive guidance on the Form in the Policy Statement, which we expect will provide significant assistance to qualified persons who author technical reports. Consequential Amendments and Changes As part of this modernization project, the CSA also proposes to make consequential updates to existing regulations and policy statements to reflect the Modernized Disclosure Requirements’ new numbering convention. In many cases, the draft amendments involve revising or deleting references to provisions found in the current Regulation. In certain regulations, we propose to make certain housekeeping amendments, such as repealing or deleting transitional provisions that are no longer applicable and correcting grammatical or typographical errors. Local Matters An annex is being published in any local jurisdiction that is making related changes to local securities laws, including local notices or other policy instruments in that jurisdiction. It also includes any additional information that is relevant to that jurisdiction only. Request for Comments We welcome your comments on the Modernized Disclosure Requirements. Please submit your comments in writing on or before October 10, 2025. Address your submission to all of the CSA as follows:
British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers Financial and Consumer Services Commission, New Brunswick Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island Nova Scotia Securities Commission Office of the Superintendent of Securities, Service NL

Northwest Territories Office of the Superintendent of Securities Office of the Yukon Superintendent of Securities Nunavut Securities Office Deliver your comments only to the addresses below. Your comments will be distributed to the other participating CSA jurisdictions. Me Philippe Lebel Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour PwC 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax: 514 864-8381 consultation-en-cours@lautorite.qc.ca The Secretary Ontario Securities Commission 20 Queen Street West 22nd Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416 593-2318 comments@osc.gov.on.ca We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. All comments received will be posted on the websites of each of the Alberta Securities Commission at www.asc.ca, the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.ca. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission.

Questions
Please refer your questions to any of the following:
Autorité des marchés financiers
Marie-Claude Brunet-Ladrie
Director, Supervision of Issuers and Insiders
514 395-0337 ext. 4335 marie-claude.brunet-ladrie@lautorite.qc.ca Nathalie Gauthier Engineer, Supervision of Issuers and Insiders 418 525-0337 ext. 4393 nathalie.gauthier@lautorite.qc.ca Laurent Roy Engineer, Supervision of Issuers and Insiders 418 525-0337 ext. 4399 laurent.roy@lautorite.qc.ca Carolyne Lassonde Senior Analyst, Regulatory Policy 514 395-0337 ext. 4373 carolyne.lassonde2@lautorite.qc.ca Charlotte Verdebout Senior Analyst, Regulatory Policy 514 395-0337 ext. 4339 charlotte.verdebout@lautorite.qc.ca British Columbia Securities Commission Victoria Yehl Manager, Mining 604 899-6519 vyehl@bcsc.bc.ca Darin Wasylik Senior Geologist, Corporate Finance 604 899-6517 dwasylik@bcsc.bc.ca Victoria Steeves Senior Legal Counsel, Corporate Finance 604 899-6791 vsteeves@bcsc.bc.ca Ian Fong Legal Counsel, Corporate Finance 604 899-6758 ifong@bcsc.bc.ca Alberta Securities Commission Mikale White Senior Legal Counsel, Corporate Finance 403 355-4344 mikale.white@asc.ca Staci Rollefstad Senior Evaluation Engineer 403 297-4225 staci.rollefstad@asc.ca Ontario Securities Commission Craig Waldie Senior Geologist, Corporate Finance 416 593-8308 cwaldie@osc.gov.on.ca Chris Hachkowski Senior Geologist, Corporate Finance 416 263-7717 chachowski@osc.gov.on.ca Julius Jn-Baptiste Senior Legal Counsel, Corporate Finance 416 593-8311 jjnbaptiste@osc.gov.on.ca

The Financial and Consumer Services Commission of New Brunswick Moira Goodfellow Senior Legal Counsel 506 444-2575 moira.goodfellow@fcnb.ca Financial and Consumer Affairs Authority of Saskatchewan Heather Kuchuran Director, Corporate Finance 306 787-1009 heather.kuchuran@gov.sk.ca The Manitoba Securities Commission Patrick Weeks Deputy Director, Corporate Finance 204 945-3326 patrick.weeks@gov.mb.ca Nova Scotia Securities Commission Jack Jiang Securities Analyst 902 424-7059 jack.jiang@novascotia.ca