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Mining M&A and Consolidation: Are We There Yet?

For a third consecutive year, Dentons is proud to support the Mining & Investment Latin America Summit (MILA), the largest mining and investment event in Latin America, which was incepted in 2014. This year’s summit will host an audience of more than 650 attendees, including miners, investors and financiers.

For a preview of the discussion to take place on mining mergers and acquisitions, read “Mining M&A and Consolidation: Are We There Yet?”, originally published in the Mining & Investment Latin America Special Report 2016.

Taking place on October 24-25, MILA will give attendees an overview of the key opportunities that exist in the Latin American mining industry. Mining group partners, Brian Abraham and Catherine Wade of the Firm’s Vancouver office, James Valdiri of the Bogotá office and Christopher Manderville of the Calgary office, will be joining attendees for two days of business matching, knowledge sharing and deal-making.

Mining M&A and Consolidation: Are We There Yet?

Caveat Optionor: Canadian court strikes a blow for mineral exploration companies

In interpreting an exploration option agreement, a recent court of appeal decision recognized the inherent challenges faced by junior exploration companies, in both good times and bad. See our Dentons Insight to learn more: Caveat Optionor: Canadian court strikes a blow for mineral exploration companies

Caveat Optionor: Canadian court strikes a blow for mineral exploration companies

Mining Issuers: Ensure your Websites and Investor Presentations Comply with NI 43-101

Mining issuers have their qualified persons (“QPs”) and occasionally legal counsel review technical disclosure, including news releases and technical reports, to ensure they comply with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). Some mining issuers might not realize that information found on their websites and other presentations, including investor relations materials, is captured by the definition of “written disclosure” in NI 43-101 and disclosure requirements apply. Common areas of non-compliant disclosure on mining issuers’ websites include investor presentations, fact sheets, media articles, failure to update material information and links to third party content.

Staff Notice 43-309

On April 9, 2015, the Canadian Securities Administrators published CSA Staff Notice 43-309 Review of Website Investor Presentations (“Staff Notice 43-309”), which highlighted findings from a review of investor presentations on mining issuers’ websites, conducted by staff of the British Columbia Securities Commission, the Ontario Securities Commission, and the Autorité des marchés financiers (collectively, the “Regulators”). This review also included a review of mining issuers’ forward looking information (“FLI”) against the requirements of Part 4A of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”).

The Consequences

Of the 130 mining issuers reviewed, the Regulators sent letters to 49 mining issuers requiring them to amend their investor presentations and correct the non-compliant disclosure, resulting in outcomes from mining issuers confirming future compliance with the requirements, to issuing a corrective news release, to filing or refiling a technical report. The majority of the corrective news releases and technical report filings or refilings resulted from non-compliant disclosure of economic studies, preliminary economic assessments (“PEAs”), mineral resources, mineral reserves, exploration targets, historical estimates, or overly promotional language.

Practical Tips to Avoid Trouble

The take away for mining issuers is to ensure all written disclosure on their website complies with NI 43 101. Fortunately, Staff Notice 43-309 included the following practical advice to assist mining issuers in designing investor presentations and websites that meet their disclosure obligations:

A. Areas where there is a high level of non-compliance

1. Naming the QP: An issuer must include the name of the QP and their relationship to the issuer for all documents containing scientific or technical disclosure, including websites and investor relations materials. All technical information must either be approved by a qualified person or based upon information prepared by or under the supervision of a qualified person. In the latter case, an issuer must ensure that the technical information is consistent with the information provided by the QP. An issuer should consider having the QP review disclosure that summarizes or restates a technical report or technical advice or opinion to ensure that the disclosure is accurate.

2. PEA cautionary statements: Disclosure of the results of a PEA must provide appropriate cautionary statements to ensure the public understands the limitations of the results of the PEA. The following cautionary language, stated with equal prominence, must be included in disclosure of a PEA that includes inferred mineral resources:

“The preliminary economic assessment is preliminary in nature, it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized.”

3. Mineral resources and mineral reserves:

a. Caution that mineral resources are not mineral reserves: The disclosure of results of an economic analysis of mineral resources must include an equally prominent statement that “mineral resources that are not mineral reserves do not have demonstrated economic viability”.

b. Inclusion or exclusion of mineral reserves in mineral resources: When reporting both mineral resources and mineral reserves, an issuer must include a clear statement whether mineral resources include or exclude mineral reserves. While practices on this matter vary, the CIM Estimation Best Practice Committee from 2003 recommends that mineral resources should be reported separately and exclusive of mineral reserves.

4. Exploration targets: If an issuer discloses an exploration target, both the potential quantity and grade of the exploration target must be expressed as ranges and be accompanied by an equally prominent statement that “the potential quantity and grade is conceptual in nature, there has been insufficient exploration to define a mineral resource” and that “it is uncertain if further exploration will result in the target being delineated as a mineral resource”.

5. Historical estimates: Each time an issuer discloses historical estimates, the issuer must include information about the source, date, reliability, key assumptions and other factors, and the following, equally prominent statements: “a qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves” and “the issuer is not treating the historical estimate as current mineral resources or mineral reserves”.

B. Areas for Additional Improvement

1. Taxes in economic studies: Financial results and the cash flow model for an “advanced property” (which includes results of a PEA, pre-feasibility or feasibility study) must include assumptions that have an economic impact such as taxes, royalties, and other government levies. In respect of such tax matters relevant to a technical report, we note that a QP may rely on a report, opinion or statement of another expert who is not a QP, or on information provided by the issuer, and may include a limited disclaimer of responsibility, provided the QP discloses: (i) the source of the information relied upon, including the date, title, and author of any report, opinion, or statement; (ii) the extent of reliance; and (iii) the portions of the technical report to which the disclaimer applies.

2. Metal price assumptions: When reporting mineral resources and mineral reserves, an issuer must ensure the assumed metal or commodity price, and the cut-off grade, are clearly stated, as well as the effective date of the reported estimate. For investor presentations, this information could be provided in an appendix.

3. Technical report triggers: An issuer must ensure that PEA disclosure on its website is supported by an existing technical report. Disclosing economic projections in investor presentations, fact sheets, posted or linked third party reports[1], or any statements on the issuer’s website may trigger the filing of a technical report to support the disclosure. Such PEA disclosure can include forecast mine production rates that might contain capital costs to develop and sustain the mining operation, operating costs, and projected cash flows.

4. FLI compliance: An issuer should ensure that FLI disclosure in investor presentations provides the material factors and assumptions used to develop the FLI. Examples of FLI include metal price assumptions, cash flow forecasts, projected capital and operating costs, metal or mineral recoveries, mine life and production rates, and other assumptions used in preliminary economic assessments, pre-feasibility studies, and feasibility studies.

5. Overly promotional terms and potentially misleading information. An issuer should avoid terms and statements that may be overly promotional or misleading. Terms which may be used inappropriately in certain circumstances include, “world-class”, “spectacular and exceptional results”, “production ready”, “ore” in relation to mineral resources, and “management estimates”.

6. Ability to rely on previous disclosure: An issuer must include in any written disclosure the following information, but may be able to comply with these requirements by including a reference to the title and date of a document previously filed on SEDAR that contains this information:

a. Exploration information about quality assurance/quality control and naming the laboratory.

b. Data verification – data verification is the process of confirming that the data underlying the written disclosure has been properly generated, was accurately transcribed, and is suitable for the purpose that the data is used.

c. Information about the nature and context of drilling results such as true width and higher grade intersections. In some cases, investor presentations may be able to include representative drill sections or other figures showing mineralized intervals to assist in providing the necessary information.

d. Metal price assumptions. However, if the assumed metal or commodity price is significantly below or above current prices, an issuer should clearly state the key assumptions to ensure the disclosure is not misleading.

Ultimately, if an issuer is in doubt about whether disclosure on its website or in its investor presentations complies with NI 43 101, the issuer can have a QP or legal counsel review the applicable disclosure.

 

[1] We also recommend that an issuer’s website does not include links to third party content, such as analysts’ reports.  National Policy 51-201 Disclosure Standards (“NP 51-201”) provides that if an issuer elects to post to its website or otherwise publish the names of analysts who cover the issuer and/or their recommendations, the names and/or recommendations of all analysts who cover the issuer should be similarly posted or published.  This applies whether the analysts’ coverage of the issuer is positive or negative.  NP 51-201 also provides that an issuer that redistributes an analyst’s report risks being seen as endorsing that report.  This may trigger a requirement for the issuer to file a technical report, depending on the content of the analyst’s report.

Mining Issuers: Ensure your Websites and Investor Presentations Comply with NI 43-101

PDAC

Only going to one mining investment show? Make it this one. PDAC International Convention, Trade Show & Investors Exchange is the world’s leading Convention for people, companies and organizations in, or connected with, mineral exploration.

The four-day annual Convention held in Toronto, Canada, has grown in size, stature and influence since it began in 1932 and today is the event of choice for the world’s mineral industry. In addition to meeting over 1,000 exhibitors, 25,122 attendees from over 100 countries, it allows you the opportunity to attend technical sessions, short courses as well as social and networking events.

For more information on PDAC, or to register, please visit the PDAC website.

Dentons Sponsored Events:

Your place ore mine?

Join Dentons for our annual cocktail reception during PDAC.

Come catch up with fellow stakeholders in the mining industry over an enjoyable evening of Hors d’oeuvre, drinks and networking.

We look forward to seeing you!

Date & Time
March 2, 2015
4:00 PM – 7:00 PM

Location
InterContinental Toronto Centre
Sapphire/Turquoise Room
225 Front Street West
Toronto
(Connected to the Metro Toronto Convention Centre)

Dentons is proud to support the Women in Mining – International Networking Reception

Take advantage of a global networking opportunity at the 8th annual Women in Mining International Reception hosted by Women in Mining Canada, designed to bring together industry leaders, academia, employers, students and job seekers from around the world. Here, you can connect with the people and personalities who comprise this dynamic industry and celebrate the global contributions that women have made to this vibrant industry – this reception is full of the energy that will fuel your PDAC experience. Afternoon appetizers and refreshments will be served.

Visit Women in Mining (WIM) Canada on the Trade Show floor at Booth 913, pre-and post-reception.

Become a member, learn how to become involved through volunteering or participating on committees, catch up with old friends and grow your network.

WIM Canada is a national not-for-profit organization formed in 2009 and focused on advancing the interests of women in the minerals exploration and mining sector.

For more details please contact: info@wimcanada.org

Date & Time
March 3, 2015
3:00 PM – 5:00 PM

Location
Metro Toronto Convention Centre
Room 105, North Building
Toronto

For more information on Dentons’ involvement at PDAC or to attend an event, please contact Kylie Panciuk.

PDAC

Mining & Investment Latin America Summit, Lima, Peru, October 27-28, 2014

Dentons is proud to be a Silver Sponsor of Mining & Investment Latin America Summit, the largest mining and investment event in Latin America.

Mining & Investment Latin America Summit is the only event that focuses on mining investment and efficiency strategies in Latin America, bringing together mining companies; companies with mining assets in Latin America; local, regional and international investors and financial service providers.

Please join us on Day 1 at 9:40 a.m. for a government and mining company panel discussion regarding optimizing the relationship between both parties to ensure long term growth and development. The distinguished panelists include Dr. Beatriz Uribe, President of Mineros; Patricia Fortier, Ambassador, Embassy of Canada, Peru; and Brian Abraham, Partner, Mining, Dentons Canada LLP.

Dentons Canada mining partner Jaime McVicar will also attend the Summit.

Brian and Jaime look forward to getting together with you for two days of business matching, knowledge sharing and deal-making.

Mining & Investment Latin America Summit, Lima, Peru, October 27-28, 2014

BC Environmental Assessment Office Fees

The Province of British Columbia approved an Order in Council dated April 11, 2014 to establish environmental assessment fees in British Columbia for the review of environmental assessment applications, orders and enforcement fees.

The fee structure became effective on April 14, 2014.

There are three categories of fees: 1. pre-certificate fees; 2. transitional assessment fees; and 3. post-certificate fees.

Pre-certificate Fees

There is an exemption fee of $10,000 payable when a party seeks an exemption from the requirement for an environmental assessment certificate. The first installment for an assessment fee ranges from “simple” at $25,000 to “typical” at $75,000 and the assessment fee for the second installment ranges from $25,000 to $75,000.

Transitional Assessment Fees

Transitional assessment fees range from “simple” at $37,500 to “complex” at $112,500.

Post-certificate Fees

Post certificate fees for an extension range from $2,000 to $10,000 and an amendment fee ranges from $2,000 to $50,000. In addition, there are inspection fees imposed and the timelines for the payment of the fees are as set out in the regulations. There are a number of factors that are used to determine the fees and these are set out in the materials available on the government website at http://www.eao.gov.bc.ca/fees.html.

BC Environmental Assessment Office Fees

British Columbia Aboriginal Mentoring and Training Association (“BCAMTA”)

On February 7, 2014, BCAMTA opened its office in Terrace to guide and support aboriginal people towards gaining employment in the mining and exploration industry. There are a number of mines planned in the Terrace area and the need for employees, particularly those who have local connections would assist the mining sector for employing local people.

Additional information is available here.

British Columbia Aboriginal Mentoring and Training Association (“BCAMTA”)

2014 Federal Budget

The mineral exploration tax credit has been extended for a further one-year period.  This provides a 15% tax credit for flow-through share investors. Other items which would impact the mining industry include amendments to the Hazardous Products Act, an allotment of $40 million for the Norther Economic Development Program over a two-year period and a number of Human Resource initiatives, principally with respect to training.

The government has also proposed changes with respect to corporate transparency, particularly in the area of access to information and corporate beneficial ownership.

2014 Federal Budget

Government appoints new commissioner of the environment and sustainable development

Julie Gelfand has been appointed environment commissioner effective March 24, 2014. She was most recently the Chief Advisor and Rio Tinto Canada and Vice President of Environmental and Social Responsibility at the Rio Tinto Iron Ore Company of Canada. She was also formerly the vice-president of the sustainable development at the Mining Association of Canada.

The commissioner is responsible for determining whether federal government departments are meeting their sustainable development goals and for overseeing the environmental petitions process and reports to Parliament on behalf of the Auditor General.

Additional information is available here.

Government appoints new commissioner of the environment and sustainable development

Environment minister tasked with reviewing the Environmental Assessment Office for effectiveness and efficiency

In a speech to the Association for Mineral Exploration of British Columbia, Premier Christy Clark advised that the environment minister, Mary Polak, has been given the task of reviewing The Environmental Assessment Office to make it as effective and efficient as possible.

The Premier indicated that the current process has become less certain, less predictable and probably not efficient.  Premier Clark insisted that the process would remain rigorous, clear and that it would be timely.

It will be interesting to see the result of the review, particularly in light of the recent Pacific Booker decision in the British Columbia Supreme Court where the Court was ordered the Environmental Assessment Office to reconsider its earlier rejection of Pacific Booker’s application to develop the Morrison deposit in British Columbia.  The government has decided not to appeal that decision.

Environment minister tasked with reviewing the Environmental Assessment Office for effectiveness and efficiency

Funding increase from Yukon government for prospectors

The Yukon government has increased its Yukon mineral exploration program by $630,000 for the coming field season. Premier Darrell Pasloski said in Vancouver in late January at the Mineral Exploration Roundup of the Association for Mineral Exploration for B.C. annual meeting the program provides a portion of the exploration expenditures to assist mineral exploration in the territory and in 2013 some 55 Yukon exploration projects received funding through the program. The program is merit based and provides partial funding for those projects most likely to succeed.

Additional information is available here.

Funding increase from Yukon government for prospectors

Peel River watershed decision results in environment groups suing Yukon government

Nacho Nyak Dun, theTr’ondek Hwech’in (two First Nations), the Canadian Park sand Wilderness Society and the Yukon Conservation Society are suing the Yukon government over the land use plan for the Peel River watershed on the basis that it violates land claims agreements signed by the First Nations.  The government indicated that it would not ban mining in an area the size of the Peel River watershed and allows mining in about 70% of the region, subject to many restrictions on the exploration activities and allows existing mining properties to remain open for exploration and development, subject to the terms of the watershed development plan.

Additional information is available here.

 

Peel River watershed decision results in environment groups suing Yukon government

Proposed Amendments to the Yukon Quartz Mining Act and Placer Mining Act

As a result of the Ross River Dena lawsuit against the Yukon Government with respect to consultation on the granting of rights to miners to conduct work without consulting and accommodating First Nations, the Yukon Court of Appeal has given the Yukon Government until December 27, 2013 to amend its legislation specifically with respect to Class 1 activities. Class 1 activities can include construction of lines, corridors, trenching, clearing for helicopter pads and camps, construction of access roads and use of explosives.

There were four areas of concern identified as part of the proposed amendments and they include, environmental protection and monitoring, consultation with First Nations, security for Class 1 exploration and identification of areas for specific operating conditions.

The objectives for the amendments were to ensure the duty to consult First Nations was met, improved information sharing, enhanced environmental protection and management of multiple resources. In the case of Class 2 to 4 exploration programs, notice to the Chief of Mining Land Use (“CMLU”) is required.

The proposed amendments include notification by the operator prior to the commencement of a Class 1 program so that additional conditions may be placed on the program by the CMLU if there was significant environmental risk.

CMLU would have the authority to do the following:

1. propose mitigation procedures on potential environmental socioeconomic or adverse impacts on treaty rights of First Nations;

2. refuse the program;

3. provide security; and

4. issue a certificate of compliance.

Upon receipt of a notice, the Chief of Mining Land Use would first determine if there was any potential adverse environmental impact to be mitigated and advise potentially affected First Nations. There would be a 25 day notice reply period and then if no notice is received the proponent could undertake its program. There would be a provision with respect to avoiding undue hardship in proceeding with programs. In addition, there would be “identified areas” where additional requirements could be imposed.

The deadline for review process is July 31, 2013 for comments.

The discussion paper is available on the Yukon website at www.emr.gov.yk.ca/mining.

Comments:

A principal concern with this legislation will be the capacity of First Nations to have a good understanding of the program and its impact on their traditional territories and what responses are appropriate.

One concern will be that the 25‑day period is unlikely to be met and therefore proponents should be prepared to file their possible exploration programs as early as possible in order to address time delays.

An further concern is that a program can be refused if the environmental or socioeconomic effects cannot be mitigated or that treaty rights are “asserted” if aboriginal rights cannot be eliminated or accommodated. What procedures will be in place to address this problem?

One potential solution in this proposal is to perhaps bring in a definition like that in Section 10 of the Mines Act in British Columbia which requires notice when there is a mechanical disturbance. This would still allow general prospecting geochemical and geophysical exploration to take place.

Proposed Amendments to the Yukon Quartz Mining Act and Placer Mining Act

OSC Staff Notice 43 705, Review of Technical Reports by Ontario Mining Issuers

On June 27, 2013, the OSC issued Staff Notice 43‑705 addressing OSC concerns with respect to disclosure in technical reports.

Out of the 50 reports reviewed, 40% had at least one major non‑compliance concern, 40% had some concerns, and only 20% were in compliance with the requirements of Form 43‑101F1.

59% of the issuers were at the mineral resources stage. 26% at the development or productions stage and 15% were at the exploration stage.

Most of the jurisdictions for the properties were in North America, South America, Africa, Russia or China and Australia and the principal mineral commodities were gold, copper and iron. 54% of the reports were prepared by regional firms and 20% from global firms.  Independent sole proprietor qualified persons (“QPs”) comprised 14% of the authors of technical reports and 12% were prepared by in‑house QPs.

In 58% of the cases, reports were filed pursuant to a disclosure trigger which arose from a material change in relation of the issuer or a change in the mineral resources in the most recently filed report. The areas of significant deficiencies in the technical reports included mineral resource estimates, environmental studies, permitting and social or community impact, capital and operating costs, economical analysis and interpretation and conclusions. Other frequent disclosure deficiencies included the summary, history and certificate of the QP. The significant areas of concern included the following:

1. Mineral Resource Estimate. Some 25% of the reports did not provide the required information in that the key assumptions parameters and methods used to estimate the resources are not provided and the requirement for “reasonable prospects for economical extraction” were not clearly disclosed.

2. Environmental Studies Permitting and Social or Community Impact. These were not addressed in some 32% of the reports and often remediation and reclamation matters were not discussed, particularly in relation to advanced properties.

3. Capital and Operating Costs. Some 26% of the reports did not adequately disclose information on these matters and that qualified persons are reminded to provide more context and justification for the capital and operating cost estimates for advanced properties.

4. Economic Analysis. Thirty seven percent of the reports on advanced properties did not sufficiently disclose the economic analysis including the impact of taxes on the projects where an economic analysis has been carried out. It is not acceptable to only include pre tax cash flows in economic outcomes.

5. Interpretations and Conclusions. The authors are reminding issuers that it is a new requirement to disclose significant risks and uncertainties and any related foreseeable impacts of risks and uncertainties on the project and some 36% of the reports did not disclose specific project risks on potential outcomes and mitigating factors.

In addition, QPs are reminded to briefly summarize the important information and key findings about the property including its description, ownership, data verification, site visits, resource and reserve estimates, if applicable, mining studies, economic analysis, if applicable, and the QPs conclusions and recommendations.

In some 28% of reports, the disclosure of the historical estimate did not state that it was not a current resource and was not being treated as a current resource.

In some 24% of the certificates, there were errors in the QPs certificate.

OSC Staff Notice 43 705, Review of Technical Reports by Ontario Mining Issuers

Our clients are global and now so are we!

Dentons emerges from the merger of SNR Denton, Fraser Milner Casgrain LLP and Salans with 2,500 lawyers in 79 locations in 52 countries. For our mining clients this means improved access to the lawyers in many jurisdictions around the world including the financial centers of London and New York.

We plan to expand our mining blog to cover many new topics from around the world in the numerous matters that affect our clients and friends wherever their activities and operations currently exist or take them in the future.

Any questions, please call us.

Our clients are global and now so are we!

Additions to the List of Foreign Associations and Membership Designations

The additional organizations listed below meet the definition of a “professional association” in NI 43‑101, and the membership designations listed meet the criteria in paragraph (e) of the definition of “qualified person” in NI 43‑101.

Foreign Association Membership Designation Date of Determination
 The Institution of Engineers Australia (Engineers Australia)  Chartered Professional Engineer (CPEng)     May 29, 2012
 The Institution of Professional Engineers New Zealand (Engineers New Zealand, IPENZ)  Chartered Professional Engineer (CPEng)     November 5, 2012

These associations and membership designations should be considered additions to the list of accepted foreign associations and membership designations in Appendix A of the Companion Policy.

Additions to the List of Foreign Associations and Membership Designations

2012 Mining Report British Columbia Securities Commission

On January 24, 2013, the BC Securities Commission issued a report (the “2012 Mining Report”) with respect to disclosure and interpretive issues under National Instrument 43 101, which is referenced as “the Mining Rule” in the report. Any questions or comments on the 2012 Mining Report can be submitted to Robert Holland or Ian McCartney of the B.C.S.C.

The report identifies a number of weaknesses in the disclosure of mining companies and provides a useful checklist for compliance measures in Appendix “A” which you can download by clicking ”Download PDF”, and a summary of the mining technical reviews disclosing the common compliance elves on the different disclosures which is also attached to this memo.

The report identifies the following common deficiencies encountered in reviewing technical reports including:

  • Missing or altered statements in certificates and consents of the Qualified Persons;
  • Not dated, signed, or addressed to the company;
  • Non compliant disclaimers of responsibility or statements of reliance;
  • Does not provide a summary of all material technical and scientific information for the entire property;
  • Non compliant disclosure of historical estimates, exploration targets, or MRMR;
  • Does not provide adequate or sufficiently transparent information on the key assumptions, parameters, and methodologies used in mineral resource estimates.

In addition, the report also references the CIM December 15, 2009 publication “Additional Guidance – Reasonable Prospects for Economic Extraction”.

The CIM statement emphasizes that the use of the words “reasonable prospects for economic extraction” in addressing mineral resources are:

  • the responsibility of the Qualified Person;
  • judgment based on the Qualified Person’s experience; and
  • the methods used and assumptions made to determine if the project has “reasonable prospects” which must be presented explicitly in both public and technical reports.

Note that this clarification applies not only to measured and indicated resources, but also inferred reso 2012 Mining Report British Columbia Securities Commission urces and a copy is attached to this memo for reference.

To read Appendix A, click here.

2012 Mining Report British Columbia Securities Commission

Italian court jails scientists for not predicting earthquakes

An Italian court has convicted seven scientists and experts of manslaughter for failing to adequately warn residents when an earthquake struck central Italy in 2009 killing more than 300 people. Each of the scientists and experts were sentenced to six years in prison.

This finding of guilt for failing to predict an earthquake is not only a scientific travesty but a legal travesty as well. How anyone can predict an earthquake in an area that is regularly subject to seismic activity is beyond any rational explanation. This conviction borders on astrology being recognized as a legitimate science and hopefully the matter will be appealed to a court where some understanding of the science of geology is applied and the convictions set aside.

It is imperative that the world’s community of geological scientists express their concern about this decision in no uncertain terms to the Italian government.

Italian court jails scientists for not predicting earthquakes

Changes to the Mineral Tenure Act Regulation

On July 1, 2012, changes to the Mineral Tenure Act Regulation will come into effect in British Columbia.

The good news is that many of the current registration fees will be eliminated including fees for registration of exploration and development work, registration of payment of cash in lieu of work, registration of portable assessment credits, amalgamations, reduction of cell claims and transfer of ownership.

The number of cells per claim that can be selected will be increased from 25 to 100 per acquisition. The fees, however, will increase for registration of mineral claims from $.0.40 per hectare to $1.75 and from $2.00 per hectare to $5.00 per hectare for placer claims.

In addition, the new assessment requirements will increase from the present $4.00 per hectare in each of the first three years and $8.00 per hectare thereafter to $5.00 per hectare for years one and two, $10.00 per hectare for years three and four, $15.00 per hectare for years five and six and $28.00 per hectare for each subsequent year.

The assessment work for placer claims will increase from $10.00 per hectare to $20.00 per hectare per year.

The result is that new assessment work being filed on claims will create, in effect, new anniversary dates such that new assessment filings will commence with the new process starting with the first year in which the new assessment would apply. As an example, if a claim is good until 2015 and new assessment work is filed in 2012, the assessment work for 2016 and 2017 would be $5.00 per hectare commencing in 2016.

Payments by cash in lieu will double for each of the time periods and the new minimum time frame for filing cash in lieu will be six months rather than the current one day.

Mineral lease rentals will also increase from $10.00 per hectare to $20.00 per hectare and placer lease rentals will increase from $5.00 per hectare to $20.00 per hectare.

It will also be possible to subdivide claims consisting in two or more cells. Any assessment work on such claims would be divided among the number of cells.

Changes to the Mineral Tenure Act Regulation

Proposed National Instrument 51 103 (“NI 50 105”)

As part of this proposed national instrument, I note that a resulting amendment is being proposed to National Instrument 43 101 (“NI 43 101”) with respect to a filing of a short form prospectus.

As you are no doubt aware, the recent changes to NI 43 101 allowed for filing of the short form prospectus without a current report being filed so long as the report was subsequently filed within a specified period of time.  The proposal under NI 51 103 to amend this provision only for venture issuers imposes a difficult situation in that venture issuers would be forced to comply with this provision whereas an issuer on the TSX would not.

One of the intentions of the amendment to NI 43 101 was to allow short form prospectuses, which are done often on a very short timeline, to take place in order that an issuer can take advantage of a financing which might not be available if it were forced to file a technical report where there had been a material change to a material property prior to a receipt being issued.

It seems that this proposed provision would take away that advantage to an issuer in the event that it were to file a short form prospectus and the proposed amendment to NI 43 101 would hardly be conducive to assisting issuers to raise capital. This is likely to result in lost opportunities for junior issuers to raise capital particularly when it is difficult enough to do in the current capital markets for such issues.

To view complete proposal click here.

Proposed National Instrument 51 103 (“NI 50 105”)