Supreme Court To Determine What Constitutes A "Material Change" Under Canadian Securities Law

Reporting issuers across Canada should be aware of a more expansive interpretation of the term "material change" which will be considered by the Supreme Court of Canada (the "Supreme Court").

On March 28, 2024, in Lundin Mining Corporation, et al. v. Markowich ("Lundin"), the Supreme Court granted Lundin Mining Corporation ("LMC"), a Canadian mining company, leave to appeal a decision of the Ontario Court of Appeal that overturned the dismissal of a proposed class action in respect of LMC's alleged failure to make timely disclosure of a material change. In a unanimous decision, the Court of Appeal held that the motion judge interpreted LMC's disclosure obligation too narrowly. The case involves the interpretation of Section 75(1) of the Securities Act (Ontario) (the "Securities Act"), which requires reporting issuers to "forthwith issue and file a news release" in circumstances "where a material change occurs in the affairs of [the] reporting issuer".