SC-2 Fundamentals of Canadian National Instrument 43-101

Deborah McCombe, Scott Wilson Roscoe Postle Associates and Greg Gosson,
AMEC, Americans Ltd.

 Proposed changes to NI 43-101:

• The Canadian Securities Administrators intend to publish proposed changes to NI 43-101 by April 2010, for public comment.
• Presenters will review what these changes will mean to the mining industry that must comply with the new rules (when they are finally adopted – in 2011)

Overview of NI 43-101 and Other Mining Disclosure Standards

• Who are the securities regulators in Canada?
• Technical disclosure standards for mining companies under Canadian securities law (NI 43-101 and Canadian stock exchange policies)
• Technical disclosure standards under United States Securities and Exchange Commission Industry Guide 7
• Common misconceptions about NI 43-101

Some fundamental compliance issues under NI 43-101:

• Meeting the definition of a Qualified Person
• Disclosing estimates of mineral resources and mineral reserves prepared by others
• Defining the different types of mining studies
• Consents of Qualified Persons and Experts required under Canadian and US securities regulations – when are they triggered; what must they say?

NI 43-101 Technical Reports:

• Technical report triggers under NI 43-101 and stock exchange policy
• What must be included in a technical report; what can be left out?
• Responsibilities of the Qualified Persons that prepare the technical reports
• Regulatory issues that come up with technical content/form
• Determining whether a technical report is still current for filing purposes

The new civil liability regime under Canadian securities law

• New Canadian securities legislation on civil liability for secondary market disclosure
• Taking advantage of defenses against civil liability

We will provide handouts on the presentation as well as documents that provide templates for Consents of Qualified Persons, and Consents of Experts under required under Canadian and US requirements, and guidance for technical report preparation. Cost: $200; May 15-16