Draft Regulation 43-101 respecting Standards of Disclosure for Mineral Projects

REGULATION 43-101 RESPECTING STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS Securities Act (chapter V-1.1, s. 331.1, par. 1o , 2o , 3o , 4.1o , 5o , 11o , 12o , 20o and 34o ; s. 331.2, par. 4, 5 and 7; s. 333; s. 334)
PART 1
DEFINITIONS, INTERPRETATION AND APPLICATION
Definitions

1. In this Regulation:
   “CIM” means the Canadian Institute of Mining, Metallurgy and Petroleum; “disclosure” means any oral statement or written disclosure made by or on behalf of an issuer and intended to be, or reasonably likely to be, made available to the public, but does not include written disclosure that is made available to the public by reason only of having been filed with a government or agency of government under a requirement of law other than securities legislation; “effective date” means, with reference to a disclosure, the date of the most recent scientific or technical information included in the disclosure; “exploration information” includes geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information concerning a mineral project that is derived from activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit; “historical estimate” means an estimate of the quantity, grade or quality, or metal or mineral content of a deposit that an issuer has not verified as a current mineral resource or mineral reserve and prepared before the issuer acquired, or entered into an agreement to acquire, an interest in the mineral project that contains the deposit; “initial deposit period” has the meaning ascribed to that term in section 1.1 of Regulation 62-104 respecting Take-Over Bids and Issuer Bids (chapter V-1.1, r. 35); “mineral project” means an activity that involves or will involve exploration for, or development or production of, natural solid inorganic or natural fossilized organic material, or a royalty or similar interest in the activity; “producing issuer” means an issuer with annual audited financial statements that disclose gross revenue derived from mining operations of (a) not less than $55 million Canadian for the issuer’s most recently completed financial year, and (b) not less than $165 million Canadian in the aggregate for the issuer’s three most recently completed financial years; “professional association” means a self-regulatory organization of engineers, geoscientists or both that (a) is (i) authorized or recognized under a statute in a jurisdiction of Canada, or (ii) a foreign association, the practices of which are generally accepted as reputable by the international mining industry, (b) admits an individual on the basis of academic qualification, experience and ethical fitness,

(c) requires or imposes an obligation on its members to satisfy professional standards of competence and ethics established by the organization, (d) requires, imposes obligations concerning or encourages continuing professional development, and (e) has the power or ability and applies the power or uses the ability to discipline, suspend or expel a member regardless of where the member practises or resides; “qualified person” means an individual who is a professional geoscientist, professional engineer or equivalent of either and (a) has at least five years of experience as a professional geoscientist, professional engineer or equivalent of either in mineral exploration, mine development, mine operation or mineral project assessment, or any combination of these, (b) has experience relevant to the subject matter of the mineral project, (c) is in good standing with a professional association, and (d) in the case of an individual who is a member of a foreign professional association, has a membership designation that (i) requires or obligates the individual to have attained a position of responsibility in the individual’s profession that requiresthe exercise of independent judgment, and (ii) requires or obligates (A) a favourable confidential peer evaluation of the individual’s character, professional judgment, experience and ethical fitness, or (B) a recommendation for membership of at least two peers and demonstrated prominence or expertise in the individual’s field of practice; “quantity” means tonnage or volume based on the standard applied in the mining industry to the type of mineral; “technical report” means a report prepared and filed in accordance with this Regulation; “written disclosure” includes any writing, picture, map or other printed representation, whether produced, stored or disseminated on paper or electronically. CIM defined terms
2. In this Regulation, each of the following terms is listed in the order it appears and has the
meaning ascribed to it in the CIM Definition Standards for Mineral Resources & Mineral Reserves adopted by CIM, as amended from time to time:
(a) exploration target;
(b) mineral resource;
(c) inferred mineral resource;
(d) indicated mineral resource;
(e) measured mineral resource;
(f) modifying factors;
(g) mineral reserve;
(h) probable mineral reserve;

(i) proven mineral reserve;
(j) scoping study;
(k) pre-feasibility study;
(l) feasibility study;
(m) life of mine plan.
Independence
3. In this Regulation, a qualified person is independent concerning a technical report if there
is no circumstance that, in the opinion of a reasonable person aware of all relevant facts, could interfere with the qualified person’s judgment concerning the preparation of the technical report. Non-application - certain SEC issuer filings
4. This Regulation does not apply to written disclosure of scientific and technical information
filed by an issuer if the written disclosure is disclosure material filed only to comply with paragraph 11.1(1)(b) of Regulation 51-102 respecting Continuous Disclosure Obligations (chapter V-1.1, r. 24).
PART 2
DISCLOSURE REQUIREMENTS
All disclosure
5. An issuer that discloses scientific or technical information concerning a mineral project
must
(a) base the disclosure on information prepared by or under the supervision of a qualified person, or (b) obtain prior approval of a qualified person to the disclosure. Disclosure of mineral resources or mineral reserves
6. An issuer that discloses any information concerning a mineral resource or mineral reserve
must
(a) use only the applicable mineral resource and mineral reserve categories set out in
section 2,
(b) report each mineral resource and mineral reserve category separately and state whether mineral reserves are included in total mineral resources, and (c) if the quantity of contained metal or mineral is included in the disclosure, state the grade or quality and the quantity for each category of mineral resources and mineral reserves. Restricted disclosure
7. (1) An issuer must not disclose the following:
(a) a deposit’s quantity, grade or quality, or metal or mineral content unless categorized as an inferred mineral resource, an indicated mineral resource, a measured mineral resource, a probable mineral reserve or a proven mineral reserve; (b) an economic analysis unless it is based on a pre-feasibility study, feasibility study or life of mine plan; (c) the gross value of metal or mineral in a sampled interval, drill intersection or deposit;

(d) a metal or mineral equivalent grade for a multiple commodity sampled interval, drill intersection or deposit, unless the issuer discloses the grade, prices, recoveries and any other conversion factors used to estimate the equivalent of each metal or mineral. (2) Paragraph (1)(a) does not apply to an issuer that discloses an exploration target if the issuer discloses (a) with the same prominence as and proximate to the disclosure, that the potential range of quantity and range of grade or quality is conceptual in nature, there has been insufficient exploration to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource, and (b) the basis on which the disclosed potential range of quantity and range of grade or quality have been determined. (3) Paragraph (1)(b) does not apply to an issuer that discloses an economic analysis in a scoping study if the disclosure states (a) with the same prominence as and proximate to the disclosure, that the scoping study is based on low-level technical and economic analysis and is insufficient to support estimation of mineral reserves, and that there is no certainty that the results or conclusions of the scoping study will be realized, (b) with the same prominence as and proximate to the disclosure, if the scoping study includes inferred mineral resources, (i) that the scoping study includes inferred mineral resources that have a lower level of confidence and cannot be converted to mineral reserves, (ii) the percentage of inferred mineral resources, and (iii) that the issuer is not using the scoping study to justify proceeding directly to a feasibility study, (c) the basis for and any assumptions in the scoping study, and (d) the impact of the scoping study on any pre-feasibility study or feasibility study. (4) An issuer must not use “scoping study”, “pre-feasibility study”, “feasibility study” or “life of mine plan” in disclosure unless the study satisfies the criteria set out in the definition of the applicable term referred to in section 2. Historical estimates
8. An issuer that discloses a historical estimate using the terminology of the historical estimate
must include the following in the disclosure:
(a) the source and date of the historical estimate; (b) the relevance of the historical estimate to the mineral project; (c) the key assumptions, parameters and methods used to prepare the historical estimate; (d) a statement indicating whether the historical estimate uses mineral resource or mineral reserve categories other than those listed in section 2 and, if so, an explanation of any differences; (e) any updated estimates or data available to the issuer; (f) a description of the work required to upgrade or verify the historical estimate as current mineral resources or mineral reserves; (g) with the same prominence as and proximate to the disclosure, statements that

(i) a qualified person has not completed sufficient work to classify the historical estimate as current mineral resources or mineral reserves, and (ii) the issuer is not treating the historical estimate as current mineral resources or mineral reserves. Limitation on disclaimers
9. An issuer must not disclose scientific or technical information that contains a disclaimer
of responsibility for, or limits any reliance by a person on, all or a part of the disclosure.
PART 3
ADDITIONAL REQUIREMENTS FOR WRITTEN DISCLOSURE Name of qualified person
10. If an issuer makes written disclosure of scientific or technical information concerning a
mineral project, the issuer must include in the disclosure the name and the relationship to the issuer of the qualified person who (a) prepared, or supervised the preparation of, the information that forms the basis for the written disclosure, or (b) approved the written disclosure. Data verification
11. If an issuer makes written disclosure of scientific or technical information concerning a
mineral project, the issuer must include in the disclosure the following:
(a) a statement indicating whether a qualified person verified data disclosed including, for greater certainty, sampling, analytical and other data underlying the information; (b) steps taken by the qualified person to confirm that the data was generated using standards applied in the mining industry, was accurately transcribed from the original source and is suitable for use in and for the purposes of the disclosure; (c) any limitations on the process used by the qualified person to verify the data and an explanation of any failure to verify the data; (d) the qualified person’s opinion on the adequacy of the data for the purposes used in the disclosure. Exploration information
12. (1) If an issuer makes written disclosure of exploration information concerning a
mineral project, the issuer must include in the disclosure a summary of the following:
(a) material results of surveys and investigations; (b) an interpretation of the information; (c) any quality assurance programs and quality control measures applied during the execution of work disclosed in the information. (2) If an issuer makes written disclosure of a sample, analytical or testing result concerning a mineral project, the issuer must include in the disclosure the following:
(a) the location and type of each sample;
(b) the location, azimuth and dip of each drill hole and the depth of each sample interval; (c) a summary of each relevant analytical value, each width and, to the extent known, the true width of each mineralized zone;

(d) each result of any significantly higher-grade interval within a lower-grade intersection; (e) any sampling, drilling, recovery or other factors that could materially affect the accuracy or reliability of the sample, analytical or testing result; (f) a summary description of the type of analytical or testing procedures used, sample size and the name and location of each analytical or testing laboratory used and any relationship of the laboratory to the issuer. (3) If an issuer makes written disclosure of information concerning mineralization of a mineral project in which the issuer does not have an interest, the issuer must include in the disclosure with the same prominence as and proximate to that disclosure a statement that the information is not necessarily indicative of the mineralization of the issuer’s mineral project. Disclosure of mineral resources or mineral reserves
13. If an issuer makes written disclosure of mineral resources or mineral reserves, the issuer
must include in the disclosure the following:
(a) the effective date of each estimate of mineral resources and mineral reserves; (b) the quantity and grade or quality of each category of mineral resources and mineral reserves; (c) the key assumptions, parameters and methods used to estimate the mineral resources and mineral reserves; (d) any known legal, political, environmental or other risks that could materially affect the potential development of the mineral resources or mineral reserves; (e) if the disclosure includes an economic analysis of mineral resources, a statement, with the same prominence as and proximate to the disclosure, that mineral resources that are not mineral reserves do not have demonstrated economic viability. Exception for written disclosure already filed
14. Sections 11 and 12 and paragraphs 13(a), (c) and (d) do not apply to an issuer if the issuer
includes in the written disclosure the title and date of a document previously filed by the issuer in accordance with those provisions.
PART 4
OBLIGATION TO FILE TECHNICAL REPORT
On becoming a reporting issuer
15. (1) On becoming a reporting issuer, an issuer must file a technical report for each
mineral project that is material to the issuer.
(2) Subsection (1) does not apply to an issuer if the issuer is a reporting issuer in another jurisdiction of Canada and previously filed a technical report for the mineral project in that jurisdiction. (3) Subsection (1) does not apply to an issuer if the following apply:
(a) the issuer previously filed a technical report for the mineral project; (b) on the date on which the issuer becomes a reporting issuer, there is no new material scientific or technical information concerning the mineral project that was not included in the previously filed technical report; (c) the previously filed technical report meets the requirements for a report filed under
section 23, if applicable.

In connection with mineral project disclosure
16. (1) An issuer must file a technical report to support scientific or technical information
concerning a mineral project material to the issuer in any of the following documents filed or made available to the public:
(a) a preliminary prospectus, other than a preliminary short form prospectus filed in accordance with Regulation 44-101 respecting Short Form Prospectus Distributions (chapter V-1.1, r. 16); (b) a preliminary short form prospectus filed in accordance with Regulation 44-101 respecting Short Form Prospectus Distributions that discloses for the first time either of the following:
(i) mineral resources, mineral reserves or an economic analysis that constitutes a material change for the issuer; (ii) a change in mineral resources, mineral reserves or an economic analysis from the issuer’s most recently filed technical report if the change constitutes a material change for the issuer; (c) an information or proxy circular concerning a direct or indirect acquisition of the mineral project; (d) an offering memorandum, other than an offering memorandum delivered solely to an accredited investor as defined in section 1.1 of Regulation 45-106 respecting Prospectus Exemptions (chapter V-1.1, r. 21); (e) an annual information form; (f) a valuation required to be prepared and filed under securities legislation; (g) a take-over bid circular, or a notice of change or variation of a take-over bid circular, that discloses mineral resources, mineral reserves or an economic analysis of the mineral project if securities of the offeror, as defined in Regulation 62-104 respecting Take-Over Bids and Issuer Bids (chapter V-1.1, r. 35), are being offered in exchange under the circular or notice of change or variation; (h) written disclosure made by or on behalf of the issuer, other than in a document referred to in paragraphs (a) to (g), in which the issuer discloses for the first time either of the following:
(i) mineral resources, mineral reserves or an economic analysis that constitutes a material change for the issuer; (ii) a change in mineral resources, mineral reserves or an economic analysis from the issuer’s most recently filed technical report if the change constitutes a material change for the issuer. (2) Subsection (1) does not apply to an issuer that discloses a historical estimate in a document referred to in paragraph (1)(h) if the disclosure is made in accordance with section 8. (3) If an issuer files a technical report under paragraph (1)(a) or (b), and there is new material scientific or technical information concerning the mineral project before the filing of the final prospectus or short form prospectus, the issuer must file with the final prospectus or short form prospectus a revised technical report including the new information. (4) Subject to subsections (5) and (6), an issuer must file a technical report referred to in subsection (1) not later than the issuer files or makes available to the public the applicable document under subsection (1). (5) Despite subsection (4), an issuer must (a) file a technical report supporting disclosure under paragraph (1)(h) not later than,

(i) if the disclosure is also in a preliminary short form prospectus referred to in paragraph (1)(b) or a shelf prospectus supplement, the earlier of 45 days after the date of the disclosure and the date of filing of the prospectus or prospectus supplement, (ii) if the disclosure is also in a directors’ circular, the earlier of 45 days after the date of the disclosure and three business days before the expiry of the initial deposit period, and (iii) if the disclosure is made other than under subparagraphs (i) and (ii), 45 days after the date of the disclosure, and (b) issue a news release at the time the issuer files the technical report disclosing the filing of the technical report and reconciling any material differences in the mineral resources, mineral reserves or economic analysis disclosed in the technical report filed under paragraph (a) and the disclosure under paragraph (1)(h). (6) An issuer is not required to file a technical report under subsection (4) or paragraph (5)(a) to support disclosure made under subparagraph (1)(h)(i) if the following apply:
(a) the mineral resources, mineral reserves or economic analysis is disclosed in a technical report filed by or on behalf of another issuer that holds or previously held an interest in the mineral project; (b) the disclosure includes (i) information from the technical report referred to in paragraph (a), including, for greater certainty, the name of the other issuer, title and effective date, (ii) the name of each qualified person who reviewed the technical report on behalf of the issuer, and (iii) with the same prominence as and proximate to the disclosure, a statement that, to the best of the issuer’s knowledge, information and belief, there is no new material scientific or technical information that would make the disclosure of the mineral resources, mineral reserves or economic analysis inaccurate or misleading; (c) the issuer files a technical report concerning its disclosure of the mineral resources, mineral reserves or economic analysis (i) if the disclosure is also in a preliminary short form prospectus or a shelf prospectus supplement, on the earlier of 180 days after the date of the disclosure and the date of filing of the final short form prospectus or prospectus supplement, and (ii) if the disclosure is made other than under subparagraph (i), before or on the 180th day after the date of the disclosure. (7) Subsection (1) does not apply to an issuer if the following apply:
(a) the issuer previously filed a technical report for the mineral project; (b) on the date a document referred to in subsection (1) is filed by the issuer, there is no new material scientific or technical information concerning the mineral project that is not included in the issuer’s previously filed technical report; (c) the previously filed technical report meets the requirements for a report filed under
section 23, if applicable.
Royalty or similar interest
17. Subsections 15(1) and 16(1) do not apply to an issuer if the issuer’s only interest in a
mineral project is a royalty or similar interest.

PART 5
PREPARATION OF TECHNICAL REPORT
Required form
18. An issuer that files a technical report must file a report prepared
(a) by or under the supervision of one or more qualified persons; (b) in English or French, and (c) in accordance with Form 43-101F1. Addressed to issuer
19. A qualified person who prepares a technical report must address the report to the issuer.
All relevant data
20. A qualified person who prepares a technical report must base the report on all available
data relevant to the disclosure that the technical report supports.
Current personal inspection
21. Before an issuer files a technical report, at least one qualified person responsible for
preparing or supervising the preparation of all or part of the technical report must complete a current inspection, in person, of the mineral project that is the subject of the technical report. Execution
22. Each qualified person responsible for preparing or supervising the preparation of all or a
part of a technical report must date, sign and, if the qualified person has a seal, seal the report.
Independent technical report
23. (1) Each qualified person responsible for preparing or supervising the preparation of all
or part of a technical report must be independent in accordance with section 3 if the report is required to be filed under any of the following:
(a) section 15;
(b) paragraph 16(1)(a);
(c) paragraph 16(1)(b), (c), (d), (e), (g) or (h), if the document discloses either of the following:
(i) for the first time, mineral resources, mineral reserves or an economic analysis of a mineral project material to the issuer; (ii) a 100% or greater change in the total mineral resources, the total mineral reserves or the results of an economic analysis of a mineral project material to the issuer since the issuer’s most recently filed independently prepared technical report concerning the mineral project. (2) A qualified person referred to in subsection (1) must be independent on the effective date of the technical report and the date of filing of the technical report. (3) Subsection (1) does not apply to a qualified person if the technical report is required to be filed by (a) a producing issuer, or (b) an issuer in a joint venture with a producing issuer concerning a mineral project, if each qualified person responsible for preparing or supervising the preparation of all or part of a technical report is an employee or consultant of the producing issuer.

PART 6
CERTIFICATES AND CONSENTS
Certificate of qualified person
24. (1) An issuer that files a technical report must file with the technical report a certificate
of each qualified person responsible for preparing or supervising the preparation of all or part of the technical report that is dated, signed and, if the qualified person has a seal, sealed by the qualified person and states all of the following:
(a) the name, address and occupation of the qualified person; (b) the title and effective date of the technical report to which the certificate applies; (c) the qualified person’s qualifications, the name and designation of each professional association to which the qualified person belongs, a brief summary of the qualified person’s experience relevant to the subject matter of the mineral project and that the qualified person is a qualified person in accordance with section 1; (d) whether the qualified person has completed a current inspection, in person, of the mineral project and, if so, the date and duration of the inspection; (e) each item of the technical report for which the qualified person is responsible; (f) whether the qualified person is independent in accordance with section 3; (g) any prior involvement of the qualified person with the mineral project that is the subject of the technical report; (h) that the qualified person has read this Regulation and Form 43-101F1 and that the technical report, or each part for which the qualified person is responsible, has been prepared in accordance with this Regulation; (i) that, on the effective date of the technical report, to the best of the qualified person’s knowledge, information, and belief, the technical report, or each part of the technical report for which the qualified person is responsible, contains all scientific and technical information that is required to be disclosed under this Regulation and Form 43-101F1 to make the technical report not misleading. Consent of qualified person
25. (1) An issuer that files a technical report must file with the technical report a consent
of each qualified person responsible for preparing or supervising the preparation of all or part of the technical report that is dated and signed by the qualified person and contains a statement (a) consenting to the public filing of the technical report, (b) identifying the document that the technical report supports, (c) consenting to the use of extracts from, or a summary of, the technical report in the document, and (d) confirming that the qualified person has read the document, and that the document fairly and accurately represents the information in the technical report for which the qualified person is responsible. (2) Paragraphs (1)(b), (c) and (d) do not apply to an issuer that files a consent with a technical report filed under section 15. (3) If an issuer has filed a consent under subsection (2) and the issuer is not required under subsection 16(7) to file a new technical report to support disclosure in a document subsequently filed or made public under subsection 16(1), the issuer must file a new consent of each qualified person responsible for preparing or supervising the preparation of all or part of the technical report that contains the statements referred to in paragraphs (b) to (d) of subsection (1).

PART 7
EXEMPTIONS
Authority to grant exemption
26. (1) The regulator, except in Québec, or the securities regulatory authority may grant an
exemption from this Regulation, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B to Regulation 14-101 respecting Definitions (chapter V-1.1, r. 3) opposite the name of the local jurisdiction.
PART 8
REPEAL AND EFFECTIVE DATE OF REGULATION
Repeal
27. Regulation 43-101 respecting Standards of Disclosure for Mineral Projects (chapter V-1.1,
r. 15) is repealed.
Effective date of Regulation
28. 1) This Regulation comes into force on (indicate here the date of coming into force of
this Regulation).
2) In Saskatchewan, despite subsection (1), if this Regulation is filed with the Registrar of
Regulations after (indicate here the date of coming into force of this Regulation), this Regulation comes into force on the day on which it is filed with the Registrar of Regulations.

FORM 43-101F1
TECHNICAL REPORT
INSTRUCTIONS
(1) A technical report is a summary document of all relevant scientific and technical information concerning mineral exploration, development, and production activities on a mineral project that is material to an issuer. This Form sets out the requirements for the preparation and content of a technical report. (2) Do not incorporate by reference any previous disclosure. (3) A term used in this Form that is defined or interpreted in the Regulation has that definition or interpretation. (4) Be concise and include sufficient context and cautionary language to allow a reasonable person to understand the nature, importance and limitations of the data, interpretations and conclusions summarized in the technical report. (5) Include all headings and information specified under Items 1 to 12 and 23 to 27 of this Form. For all other headings and Items in this Form, include the headings and information that are relevant to the mineral project. Disclosure included under one Item is not required to be repeated under another Item. (6) Do not include appendices with excessive information. (7) Guidance on how to prepare the technical report can be found in the Policy Statement to Regulation 43-101 respecting Standards of Disclosure for Mineral Projects CONTENTS OF THE TECHNICAL REPORT Title Page Include on the first or front page of the technical report the following:
(a) the title;
(b) the name of the mineral project;
(c) the stage of the mineral project;
(d) the name of each issuer for which the report has been prepared; (e) the country in which the mineral project is located and its general location within the country; (f) the name and professional designation of each qualified person; (g) the effective date. Date and Signature Page Include a signature page, at the beginning or end of the technical report, signed in accordance with section 22 of the Regulation. Include on the signature page the effective date of the technical report and the date that the report is signed.
Table of Contents
Provide a table of contents listing the contents of the technical report and all figures and tables.

Illustrations
Include legible maps, plans and sections, all prepared at scales that distinguish important features. Date each map and include a legend, author or information source, a scale in bar or grid form and an arrow indicating north. Include a location or index map and a compilation map outlining the general geology of the mineral project. Include more detailed maps showing important features described in the technical report, relative to the mineral project boundaries. For greater certainty, include the following important features, as applicable:
(a) areas of previous exploration, and the location of known mineralization, geochemical or geophysical anomalies, drilling and mineral deposits; (b) the location and surficial outline of mineral resources, mineral reserves and areas for potential access and infrastructure; (c) the location of pit limits, underground developments, plant sites, tailings storage areas, waste disposal areas and all other significant infrastructure features. Requirements for All Technical Reports Item 1 Summary Briefly summarize important information in the technical report, including, for greater certainty, mineral project description and ownership, geology and mineralization, status of exploration, development and operations, mineral resource and mineral reserve estimates and the conclusions and recommendations of each qualified person responsible for preparing or supervising the preparation of all or part of the technical report. Item 2 Introduction Include a description of the following:
(a) each issuer for which the technical report is prepared; (b) the terms of reference for and purpose for which the technical report is prepared; (c) the sources of information and data in the technical report or used in its preparation, with citations if applicable. Item 3 Reliance on Other Experts Do not rely on a report, opinion or statement of a person that is not a qualified person for any part of the technical report other than legal, political, environmental or tax matters. If a qualified person who prepares or supervises the preparation of all or part of a technical report relies on a report, opinion or statement of an expert, or information provided by the issuer, concerning legal, political, environmental or tax matters, identify the following:
(a) the source relied on, including, for greater certainty, the date, title and author of the report, opinion, statement or information, as applicable; (b) the extent to which the qualified person relies on the report, opinion, statement or information; (c) each part of the technical report to which the reliance applies. Item 4 Mineral Project Description and Location Describe the following, as applicable:
(a) the area of the mineral project in hectares or other applicable units; (b) the location of the mineral project, using an easily recognizable geographic and grid location system;

(c) the type, identifying name or number and expiration date of each mineral tenure comprising the mineral project; (d) the nature and extent of the issuer’s title to, or interest in, the mineral project including, for greater certainty, surface rights and legal access, and the obligations that must be met to retain the issuer’s title to or interest in the project; (e) any permit or agreement required under laws to conduct the work proposed for the mineral project, including, for greater certainty, those with Indigenous Peoples, rightsholders or communities, as applicable, and whether the permits or agreements have been obtained or entered into; (f) the terms of any agreement concerning royalties, back-in rights or payments, and any encumbrances, to which the mineral project is subject; (g) to the extent known, any environmental liabilities to which the mineral project is subject; (h) any significant factors and risks that are not described in paragraphs (a) to (g) that may affect the ability to perform work on the mineral project. Item 5 Accessibility, Local Resources, Infrastructure and Physiography Describe the following:
(a) topography and elevation of the mineral project; (b) the means of access to the mineral project; (c) the proximity of the mineral project to a population centre and to any protected or sensitive environmental or cultural areas; (d) if relevant to the mineral project, the length of the operating season and an explanation of any constraints; (e) if relevant to the mineral project, the sufficiency of surface rights for mining operations and the availability and sources of power, water, personnel, potential tailings storage areas, potential waste disposal areas, potential heap leach pad areas and potential processing plant sites. Item 6 History If relevant, summarize the following:
(a) the prior ownership, and any changes in prior ownership, of the mineral project; (b) the type, amount, quantity and general results of exploration and development work undertaken by or on behalf of any previous owners or operators of the mineral project; (c) historical estimates in accordance with section 8 of the Regulation; (d) any production from the mineral project. Item 7 Geological Setting and Mineralization Include the following:
(a) a summary of the regional setting and mineral project geology; (b) a summary of the significant mineralized zones encountered on the mineral project, including, for greater certainty, a summary of the surrounding rock types, relevant geological controls and the length, width, depth and continuity of the mineralization, and a description of the type, character and distribution of the mineralization;

(c) if the technical report includes a discussion of mineralization on a neighbouring or analogue project, a statement with the same prominence as and proximate to the discussion that the discussion is not necessarily indicative of the mineralization on the mineral project that is subject of the technical report. Item 8 Deposit Type Describe the mineral deposit types being investigated or being explored for and the geological model or concepts being applied and on the basis of which the exploration program is planned. Item 9 Exploration Describe the nature and extent of all relevant exploration work by the issuer, other than drilling, including the following:
(a) the procedures and parameters relating to surveys and investigations; (b) the sampling methods and sample quality, including whether samples are representative, and any factors that may have resulted in sample biases; (c) the location, number, type, nature and spacing or density of samples collected and the size of the area covered; (d) the significant results and interpretation of the exploration information. Item 10 Drilling Describe the following, as applicable:
(a) the type and extent of drilling, including procedures followed, a summary and interpretation of all relevant results and, if applicable, drilling conducted from previous operations; (b) any drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the results including, for greater certainty, any underground sampling or test work; (c) for a mineral project without mineral resources, the following:
(i) the location, azimuth and dip of any drill hole, and the depth of the relevant sample intervals; (ii) the relationship between the sample length and the true thickness of the mineralization, if known, and if the orientation of the mineralization is unknown, state this; (iii) the results of any significantly higher-grade intervals within a lower-grade intersection. Item 11 Sample Preparation, Analyses and Security Include the following:
(a) a description of sample preparation methods and quality control measures used before dispatch of samples to an analytical or testing laboratory, the method or process of sample splitting and reduction and the security measures taken to ensure the validity and integrity of samples taken; (b) a description of relevant information regarding sample preparation, assaying and analytical procedures used, the name and location of each analytical or testing laboratory, the relationship of the laboratory to the issuer and whether the laboratory is certified by any standards association and, if so, the particulars of any certification; (c) a summary of the nature, extent and results of quality control procedures used, and quality assurance actions taken or recommended, to provide adequate confidence in data collected and processed under this Item;

(d) the qualified person’s opinion on the adequacy of sample preparation, security and analytical procedures. Item 12 Data Verification Describe the data verification steps taken by each qualified person who prepared or supervised the preparation of all or part of an Item of the technical report and include the following:
(a) the information required under section 11 of the Regulation; (b) an opinion on the adequacy of the data for the purposes used in the technical report. Item 13 Metallurgical Testing If metallurgical testing analyses have been carried out, discuss the following:
(a) the nature and extent of the testing and analytical procedures and, in summary form, the relevant results; (b) the basis for any assumptions or predictions regarding recovery estimates; (c) the degree to which test samples are representative of the various types and styles of mineralization and the mineral deposit as a whole; (d) any factors or deleterious elements that could have a significant effect on potential economic extraction. Item 14 Mineral Resource Estimates If the technical report includes disclosure of mineral resources, include the following, as applicable:
(a) the key assumptions, parameters and methods used to estimate the mineral resource and how it was generated; (b) the inputs for each cut-off grade or economic limit and how they meet the test of “reasonable prospects for eventual economic extraction”, as defined by CIM; (c) if the grade for a multiple commodity mineral resource is reported as a metal or mineral equivalent, the individual grade of each metal or mineral and the metal prices, recoveries and other relevant conversion factors used to estimate the metal or mineral equivalent grade; (d) a general discussion of the criteria used to classify the mineral resource, the average drill or sample spacing, the continuity of the important zones in the mineralization model and, if applicable, a relevant visual representation; (e) the statistical representation of the distribution of distances from the nearest data support for each category of the mineral resource; (f) the mineral resources reported on a 100% basis and, if the issuer does not hold the mineral resources on a 100% basis, the percentage of the mineral resources attributable to the issuer; (g) if known, any environmental, permitting, legal, title, taxation, rightsholder, socio￾economic, marketing, political and other relevant factors that could materially affect the mineral resource estimate; (h) if multiple cut-off grade scenarios are presented, identification of the base case or preferred scenario. Item 15 Mineral Reserve Estimates If the technical report includes disclosure of mineral reserves, include a discussion of the following, as applicable:

(a) the key assumptions, parameters and methods and the application of the modifying factors explaining how a qualified person converted the mineral resources to mineral reserves; (b) if the grade for a multiple commodity mineral reserve is reported as a metal or mineral equivalent, the individual grade of each metal or mineral and the metal prices, recoveries and any other relevant conversion factors used to estimate the metal or mineral equivalent grade; (c) if known, any mining, metallurgical, infrastructure, environmental, permitting, rightsholder and other relevant factors that could materially affect the mineral reserve estimate. Item 16 Mining Methods Discuss the current or proposed mining methods and provide a summary of the relevant information used to establish the amenability or potential amenability of the mineral resources or mineral reserves to the proposed mining methods. If relevant, include the following, as applicable:
(a) geotechnical, hydrological and other parameters of the mine or pit designs and plans; (b) production rates, expected mine life, mining unit dimensions, strip ratio, mining dilution and mining loss factors used; (c) requirements for stripping, underground development and backfilling; (d) the necessary type of mining fleet and machinery used or to be used. Item 17 Processing Methods Discuss reasonably available information on test or operating results relating to the recoverability of the valuable component or commodity and amenability of the mineralization to the proposed processing methods. If relevant, include the following, as applicable:
(a) a description or flow sheet of any current or proposed process plant; (b) plant design, equipment characteristics and specifications; (c) current or projected requirements for energy, water and process materials. Item 18 Mineral Project Infrastructure Summarize applicable infrastructure and logistics necessary for the mineral project. If relevant, include the following, as applicable:
(a) roads, rail, port facilities, power and pipelines; (b) leach pads, waste dumps and stockpiles; (c) tailings storage facilities; (d) site monitoring and water management requirements during operations and after closure. Item 19 Market Studies and Contracts If relevant, include the following, as applicable:
(a) a summary of available information concerning markets for the issuer’s production, including the nature and material terms of any agency relationships; (b) a discussion of the nature of any studies or analyses completed by the issuer on commodity price projections, product valuations, market entry strategies or product specifications and confirmation that a qualified person has reviewed the studies or analyses and that the results of the studies or analyses support the assumptions in the technical report;

(c) a list of contracts required to develop the mineral project including, for greater certainty, mining, concentrating, smelting, refining, transportation, sales and hedging, handling, and forward sales contracts or arrangements, a list of those entered into and a discussion of whether the terms, rates or charges are within industry norms. Item 20 Environmental Studies, Permitting and Regional or Local Impact Discuss available information on environmental, permitting and other regional or local factors concerning the mineral project, including, in each case the source of the information. If relevant, include a list of the following, as applicable:
(a) the date of any environmental study and a discussion of any known environmental issues that could impact the issuer’s ability to extract the mineral resources or mineral reserves; (b) regional, local or other permitting requirements or obligations and plans for the mineral project including, for greater certainty, the status and date of any permit application and any known requirements or obligations to post performance or reclamation bonds; (c) the status and dates of any negotiations or agreements entered into with Indigenous Peoples, rightsholders or communities. Item 21 Capital and Operating Costs Provide the following concerning the mineral project, as applicable:
(a) in tabular form, the capital and operating cost estimates and an explanation of the accuracy of the estimates; (b) the key assumptions, parameters and an explanation of the basis for the cost estimates, including the related contingency; (c) an explanation of any cost estimate classification used and the level and accuracy of each important element; (d) the costs related to closure, remediation and reclamation; (e) the extent to which any known environmental, permitting, legal, title, taxation, rightsholder, socio-economic, marketing, political or other relevant factors could materially affect the capital and operating cost estimates. Item 22 Economic Analysis Other than for a mineral project of a producing issuer for which the issuer is not materially expanding current production, provide an economic analysis for the mineral project that includes the following:
(a) a clear statement of and justification for the principal assumptions; (b) discounted cash flow forecasts on an annual basis using mineral reserves or mineral resources, an annual production schedule for the life of the mineral project and a discussion of how the risk-adjusted discount rate applied in the forecasts was selected; (c) a presentation of both pre-tax and post-tax net present value, internal rate of return and payback period of capital and a discussion of how each of these was determined; (d) a summary of applicable taxes, royalties and government levies including, for greater certainty, those applicable to production and to revenue or income from the mineral project; (e) sensitivity or other analysis using variants in commodity price, grade, capital and operating costs, discount rate or other significant parameters, as applicable, including a discussion of the impact of the results.

Item 23 Current Personal Inspection
Disclose the following details of the current personal inspection of the mineral project, required under section 21 of the Regulation, by each qualified person, as applicable:
(a) the date and duration of the inspection;
(b) the observations made concerning the Items of the Form for which the qualified person is responsible; (c) the conditions of the mineral project; (d) any confirmation sampling or testing conducted under this Item, including results. Item 24 Other Relevant Data and Information Include any additional information or explanation necessary to make the technical report not misleading. Item 25 Interpretation and Conclusions Summarize the results and interpretations of the information and analysis in the technical report. Discuss any risks and uncertainties that could be expected to affect the reliability of or confidence in the exploration information, mineral resource or mineral reserve estimates or economic analysis. Discuss any foreseeable impacts of these risks and uncertainties on the mineral project’s potential economic viability or continued viability. Item 26 Recommendations Provide details of the recommended work program and a breakdown of costs. If the work program is recommended to be undertaken in phases, do not provide more than two consecutive phases and state whether advancing to the subsequent phase is contingent on positive results in the previous phase. Item 27 Sources Include a list of all references cited in the technical report.