CSA Staff Notice 43-306
Technical reports filed for prospectus offerings
Purpose
Staff of the Canadian Securities Administrators (the CSA or we) are giving
notice of a planned change in the administrative practices related to:
• public access to technical reports
and related materials filed with preliminary prospectuses, and
• the technical materials an issuer must file before a member of the CSA
will issue a receipt for a preliminary prospectus.
Background
National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI
43-101) requires mining issuers to file in specified circumstances technical
reports prepared and certified by qualified persons (QPs).
Public access to technical reports
Canadian securities legislation requires CSA members to make filed documents
publicly available. For documents filed on SEDAR, we generally provide public
access on sedar.com. However, as a matter of practice, we have not made the
technical reports filed with a preliminary prospectus publicly available
on SEDAR until after we issue a receipt for the final prospectus. For all
preliminary prospectus filings on and after July 1, 2006, we will make these
technical reports (and the QPs’ certificates and consents) publicly
available on SEDAR at the same time we make the preliminary prospectus public.
Generally, that will be immediately after filing. Issuers may apply to have
these documents kept confidential but we would only grant this request in
exceptional circumstances.
Filing of technical reports, QP certificates and consents
If an issuer’s filing of a preliminary prospectus triggers a requirement
for the issuer to file a technical report, subsection 4.2(4) of NI 43-101 requires
the issuer to file the technical report at the same time it files the preliminary
prospectus. Part 8 of NI 43-101 requires the issuer to also file a certificate
and consent of each QP responsible for preparing or supervising the preparation
of each portion of the technical report. As a matter of practice, we have not
always required the issuer to file all technical documents (particularly the
certificates and consents) before we would issue a receipt for the preliminary
prospectus. However, effective immediately, we will generally not issue a receipt
for the preliminary prospectus until the issuer files these required documents.
If an issuer files an amended technical report between the filing of the preliminary
and final prospectus, NI 43-101 requires the issuer to file new QP certificates
and consents with the amended technical report.
Consents of experts in connection with final prospectuses
Prospectus rules require an issuer to file with its final prospectus consents
of experts. The rules apply in specific circumstances and require the consents
to contain specific language. These requirements are separate from the consent
requirements for QPs, contained in NI 43-101. The consents of a QP filed
with a final prospectus must meet the requirements of the prospectus rules
and NI 43-101.
Questions
If you have comments on the changes described above, please send them to us by June 16, 2006. Please direct any questions to any of the people listed below:
David Surat
Legal Counsel, Corporate Finance
Ontario Securities Commission
Tel: (416) 593-8103
E-mail: dsurat@osc.gov.on.ca
Deborah McCombe
Chief Mining Consultant
Ontario Securities Commission
Tel: (416) 593-8151
E-mail: dmccombe@osc.gov.on.ca
Alex Poole
Legal Counsel
Alberta Securities Commission
Tel: (403) 297-4482
E-mail: alex.poole@seccom.ab.ca
Susan Grams
Securities Analyst
Tel: (403) 297-8694
Alberta Securities Commission
E-mail: susan.grams@seccom.ab.ca
Eric Boutin
Securities Analyst
Autorité des marchés financiers
Tel: (514) 395-0558, ext. 4447
E-mail: eric.boutin@lautorite.qc.ca
Pierre Martin
Senior Legal Counsel
Autorité des marchés financiers
Tel: (514) 395-0558, ext. 4375
E-mail: pierre.martin@lautorite.qc.ca
Andrew Richardson
Deputy Director, Corporate Finance
British Columbia Securities Commission
Tel: (604) 899-6730
E-mail: arichardson@bcsc.bc.ca
June 2, 2006