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ARTICLE · 28 FEBRUARY 2025

National Instrument 43-101: Technical Report Considerations For Mining Issuers Pursuing M&A Transactions

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Mining issuers undertaking merger and acquisition (M&A) transactions should always remember to assess their disclosure obligations under National Instrument 43-101...

CanadaCorporate/Commercial Law
Alexander Pizale
Alexander Pizale
Gregory Hogan
Gregory Hogan
Blanchart Arun
Blanchart Arun
Ari Glass
Ari Glass
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Mining issuers undertaking merger and acquisition (M&A) transactions should always remember to assess their disclosure obligations under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 43-101) in the context of such transactions, including whether technical report filing obligations are triggered. The disclosure and filing requirements in the M&A context are extremely nuanced and require issuers to consider a number of legal requirements in light of the specific facts at hand. A failure to properly complete such an analysis could delay or otherwise introduce undesirable complications into the transaction plan.

M&A Technical Report Triggers

It is well known that NI 43-101 requires issuers to file a technical report to support scientific and technical information on a property material to the issuer (or, as described below, the resulting issuer) that is disclosed in specified documents. In the M&A context, this includes:

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