COURT OF APPEAL FOR ONTARIO

CITATION: Canada Mining Exchange Company Limited v. Zhaojin Mining Industry Co. Ltd., 2025 ONCA 136

DATE: 20250221

DOCKET: COA-24-CV-0697

MacPherson, Huscroft and Coroza JJ.A.

BETWEEN

Canada Mining Exchange Company Limited

Plaintiff (Appellant)

and

Zhaojin Mining Industry Co. Ltd., Zhaojin International Mining Co. Ltd., and Zhaojin Principle Mining Investment Inc.

Defendants (Respondents)

Counsel:

Daniel Kuang, acting in person for the appellant

Jim Holloway, for the respondents Zhaojin Mining Industry Co. Ltd., Zhaojin International Mining Co. Ltd.

Anthony Labib, for the respondent Zhaojin Principle Mining Investment Inc.

Heard: February 20, 2025

On appeal from the judgment of Justice Markus Koehnen of the Superior Court of Justice, dated June 6, 2024, with reasons reported at 2024 ONSC 3191.

REASONS FOR DECISION

[1] In August 2013, the appellant Canada Mining Exchange Limited (“CME”), whose principal was Daniel Kuang, entered into an agreement with one of the respondents, Zhaojin Mining Company Limited (“Zhaojin Mining”). Pursuant to the agreement, CME would introduce Zhaojin Mining to certain business opportunities. If Zhaojin Mining pursued any of the opportunities, CME was entitled to a commission.

[2] Importantly, the agreement contained a confidentiality clause that prevented Zhaojin Mining from communicating with any companies to which they were introduced without CME’s permission.

[3] In April 2013, prior to the agreement, CME sent unsolicited information to Zhaojin Mining about Sabina Gold and Silver Corp (“Sabina”).

[4] Two days after signing its contract with Zhaojin Mining in August 2013, CME sent Zhaojin Mining Sabina’s NI 43-101 report, a report that is available to the public on the SEDAR website.

[5] Five years later in 2018, a transaction between Zhaojin Mining and Sabina took place.

[6] CME claimed that it had introduced Zhaojin Mining to Sabina and was therefore entitled to a commission of $8,080,000 based on Zhaojin Mining’s investment in Sabina to date of $101,000,000.

[7] Zhaojin Mining and two related companies brought a motion for summary judgment seeking dismissal of CME’s claim.

[8] The motion judge granted the motion.

[9] The appellant appeals the motion judge’s decision. In its Amended Notice of Appeal it says that “the evidence/and facts presented during the hearing … is contrary to the final order” and “CME did factually provide confidential information about Sabina to Zhaojin Mining”.

[10] We do not accept these submissions. We agree with the motion judge’s analysis and conclusion:

The fundamental problem with CME’s claim in this regard is that [the respondents] and Sabina introduced themselves to each other before CME came into the picture. In addition, the only information about Sabina that CME gave [the respondents] was to forward to them Sabina’s NI-43-101 Report which is available to anyone on SEDAR, the freely available electronic filing portal for public issuers in Canada.

CME’s motion fails because it did not introduce Sabina to [the respondents] and did not provide any confidential information about Sabina to [the respondents].

On the record, it is clear that CME did not introduce Sabina to [the respondents]. Rather, Zhaojin Mining had introduced itself to Sabina.

When the transaction between Zhaojin International and Sabina did occur, it occurred in 2018, five years after CME was trying to develop a relationship with both of them. It occurred with the use of independent advisors on both sides and occurred without the involvement or knowledge of CME.

[11] The appeal is dismissed. The respondent Zhaojin Mining Industry Co. Ltd. is entitled to its costs of the appeal fixed at $20,000, inclusive of disbursements and HST.

“J.C. MacPherson J.A.”

“Grant Huscroft J.A.”

“S. Coroza J.A.”