The document summarizes tips and requirements regarding National Instrument 43-101 (NI 43-101) for technical reports in mergers and acquisitions. NI 43-101 requires technical reports to support public disclosures about mineral properties. Triggers for technical reports include prospectuses, information circulars for property acquisitions, and other disclosure documents. Reports must be filed by deadline and prepared by qualified persons, who may need to be independent. The document provides examples of certificate and consent forms required under NI 43-101.

1. Tips and Traps in NI 43‐101 in a
Mergers and Acquisitions Environment
Presented by: Brian Abraham
January 15, 2009
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2. • National Instrument 43‐101 came into effect on
February1, 2001
• Requirement for the preparation of technical reports
• Qualified persons or QPs
• Independent QP and non‐independent QP
• TXS Venture Exchange Mining Standards Guidelines
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3. • Nature of the transaction
• Triggers within NI 43‐101, specifically Section 4.2
• Under subsection 4.2(1), an issuer must file a
technical report to support scientific or technical
information describing the mineral project on a
property material to the issuer or the resulting issuer
as referenced under subsection 4.2(1)(c)
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4. • Partial list of triggers to a technical report
requirement under subsection 4.2(1):
– “(a) a preliminary prospectus;”
– “(b) short form prospectus filed in accordance with
NI 44‐101 that includes material scientific or technical
information about a mineral project on a property material
to the issuer, but not contained in an AIF filed prior to
February 1, 2001 or previously filed technical report;”
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5. – “(c) information or proxy circular concerning a direct or
indirect acquisition of a mineral property where the issuer
or resulting issuer issues securities as consideration;”
– “(f) an AIF referencing a material property but not
previously contained in information contained in an AIF
filed prior to February 1, 2001 or previously filed technical
report;”
– “(h) an offering document that complies with and is filed
in accordance with the TSX Venture Exchange policy;”
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6. – “(i) a takeover bid that discloses a preliminary assessment
or mineral resources or reserves on a property material to
the offeror if securities of the offeror are being offered in
exchange on the takeover bid.”
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7. • Subsection 4.2(2), exemptions for historical estimates
• Subsection 4.2(4), a technical report must be filed no
later than the date on which the document
referenced in subsection (1) is filed or made available
to the public
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8. • Subsection 4.2(5), for a property referenced in an AIF
first becomes material not less than 30 days before
the filing deadline for the AIF then there is a 45‐day
period to file the report
• Subsection 4.2(7), technical report that supports a
directors circular must be filed not less than three
business days prior to the expiry of the takeover bid
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9. • Subsection 4.2(8), subsection (1) does not apply if
there has been no material change in a previously
filed technical report and a certificate and consent is
filed by the QP who prepared that report
• Section 5.3(1), certain reports are required to be
prepared by independent QPs
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10. • Must file an independent technical report for a
mineral project on each property material to the
issuer
– subsection (b), a report related to a preliminary prospectus
or valuation
– subsection (c), certain references in subsection 4.2(1) if
first time a preliminary assessment or mineral resources or
mineral reserves on a property material to the issuer or a
100% change in the mineral resources or the mineral
reserves
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11. • Exemption for independent QP granted to producing
issuers
– At least $30 million revenue from mining operations in its
most recently completed financial year
– At least $90 million in the aggregate for the three most
completed years
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12. TIPS
• Look at transaction to determine whether there are
any triggering events under Section 4.2
• Determine filing deadlines
• Determine if any reports are required
• QPs should be consulted with respect to preparation
of the reports
• All documents filed on SEDAR should be examined
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13. • Check AIFs to see if references to reports exist which
are not filed on SEDAR
• Clients should be consulted as to the status of any
ongoing reports
• Plans to file new reports
• Are there material changes announced either by
inference or in actuality
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14. • All reports should be examined to determine whether
or not they are current
• Are there material changes since the preparation and
filing of the report
• Arrange for certificates and consents and note that
these must be addressed to the issuer or the resulting
issuer
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15. • Arrange for the preparation of new reports or
updates to reports
• Can in‐house QPs prepare reports
– Independent vs. Non‐Independent
• Material change reports
• Adjacent properties
• Report checking by regulators
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16. • Use of foreign codes
• Disclosure required under the United States
Guideline 7 SEC rules which prohibit disclosure of
resources of any kind
• Other consents contained in other National
Instruments and policies
• Attached to the materials are copies of a sample
certificate form and a sample consent form
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17. Example Certificate for a Qualified Person
Name
Address
Telephone Number
Fax Number
E mail address
CERTIFICATE OF AUTHOR
I, ______, P.Eng./P.Geo, am a Professional Engineer/Professional Geoscientist
[President, Vice President of ABC Engineering Consultants Inc. if applicable] of
_____ street in the City of _____ in the Province of _____, Canada.
1. I am a member of the Association of Professional Engineers and Geoscientists of
British Columbia; a member of the Professional Engineers of Ontario; and a
member of the American Institute of Professional Geologists (Certified Professional
Geologist).
2. That I am the principal author of the report dated _____ entitled “Report on the
_____ Gold Property” to which this Certificate applies.
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18. [ NOTE: MODIFY 3 AS REQUIRED ]
3. I graduated from the University of British Columbia with a Bachelor of Science
degree in geology in 19 • and subsequently obtained a Master of Science degree
in economic geology from the University of _____ in 19 _____, and I have practised
my profession continuously since 19_____. My experience includes the following:
(a) Junior Mine Geologist for _____ Mining Corporation from 19_____ until
19_____;
(b) Senior Mine Geologist from 19_____ until 19_____ with _____ Gold
Corporation at the _____ Mine located in _____;
(c) From 19____ until 19____ I was Senior Geologist with ____ Gold Mining
Corporation in charge of all geological exploration, development and
production matters relating to mines located in Canada, ____ and ____;
(d) From 19____ until 20____ I was Vice‐President of ____ Mining Corporation in
charge of development projects for mines located in Canada, ____ and ____ as
well as development of ____ projects in ____ and ____; and
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19. (e) From 20____ to the present I have been a Consulting Geologist with ____
Mining Consultants as President and as such I have been involved in the
development and production of numerous mining projects, in particular, ____
mining projects in various countries around the world.
4. As a result of my education, professional qualifications and experience, I am a
Qualified Person as defined in NI 43‐101.
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20. 5. From October 5, 200___ until October 12, 200 ___ I visited the ___ Project of ___
Mining Ltd. located in ___ for the purposes of determining geophysical survey
co‐ordinates, geological surveying, geological mapping, establishing drill site
locations, examination of trenching, existing workings and determination of access
routes and examination of existing drill core. I also visited the Project from May 1,
2008 until May 4, 2008 for the purpose of examining drill holes, drill core, sample
preparation facilities, site preparation and access construction.
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21. [ NOTE: MODIFY 6 AS REQUIRED ]
6. I am responsible for all items of the technical report except those set out below
which was prepared under my direct supervision in consultation with the following:
(a) Item ____, the metallurgy which is prepared by ____, P.Eng.;
(b) Item ____, resource and reserve calculations which was prepared by ____,
P.Geo.; and
(c) Item ____ drilling which was prepared by ____, P.Geo.
OR
I prepared Item ____ in the technical report.
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22. 7. I am independent of ____ in accordance with the application of Section 1.4 of
National Instrument 43‐101.
8. I have had no prior involvement with the ____ project except when I previously
examined the ____ Project in August 200____ when I was the ____ of ____ (if there
has been no prior involvement in the property then that must be stated).
9. I have read National Instrument 43‐101, Form 43‐101F1 and the Companion
Policy 43‐101 CP and this technical report has been prepared in compliance with
NI 43‐101, Form 43‐101F1 and 43‐101 CP.
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23. 10. As of the date of this Certificate, to the best of my knowledge, information and
belief, the Technical Report contains all scientific and technical information that is
required to be disclosed to make the Technical Report not misleading.
Dated at Vancouver, British Columbia, this ____ day of ____, 20____.
Qualified Person’s Signature
Name
(Seal, if applicable)
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24. Consent Example
[letterhead of QP; engineer, geologist, etc.]
Attention: Corporate Finance
Dear Sirs,
Re: [Company Name]
I hereby consent to the public filing of the technical report (of which I am the author) on the
_____ property of [ Company name ] dated _______.
I further consent to extracts of the technical report from or a summary of the technical report in
the written disclosure being filed.
I further confirm that I have read the written disclosure being filed and that it fairly and accurately
represents the information in the technical report that supports the disclosure.
Yours truly
Qualified Person
•Signature•
•Name•
Dated at _____, _____ this _____ day of May, 20___
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25. Appendix 3F Mining Standards Guidelines
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26. (cont’d)
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27. Thank You!
Brian E. Abraham
Tel: 604‐443‐7134
Email: brian.abraham@fmc‐law.com