Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - National Instrument 43-101 Standards of Disclosure for Mineral Projects, s. 9.1 – requirement to file technical report with AIF – An issuer wants relief from the timing requirements for filing a technical report – The issuer has disclosed a revised reserve and resource estimate prepared by an independent qualified person; the updated estimate will form the basis of the disclosure about the property in the issuer’s AIF – the issuer will file the supporting technical report within 45 days of the news release announcing the updated estimate and will file a revised AIF within the following five days – the AIF will include appropriate cautionary language.
Applicable Legislative Provisions
National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.2(1)(f), and 9.1
December 18, 2012
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
CHIEFTAIN METALS INC.
(the Filer)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer is exempt from the requirement in paragraph 4.2(1)(f) and subsection 4.2(4) of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) that the Filer file a supporting technical report (the Feasibility Study) not later than the time it files its annual information form (the AIF) in respect of its financial year ended September 30, 2012, which contains new material scientific or technical information that was also disclosed in the Press Release (as defined below) (the Requested Relief).
Under the process of Exemptive Relief Applications in Multiple Jurisdictions:
(a) the Ontario Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, Nova Scotia and Saskatchewan; and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regular in Ontario.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based upon the following facts represented by the Filer:
the Filer was incorporated under the Business Corporations Act (Ontario) on November 16, 2009;
the Filer’s head and registered office is located at 2 Bloor Street West, Suite 2000, Toronto, ON M4W 3E2;
the Filer is a reporting issuer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario and Saskatchewan;
the Filer’s common shares are listed and posted for trading on the Toronto Stock Exchange under the symbol “CFB”;
the Filer is not in default of the securities legislation in any of the jurisdictions in which it is reporting;
the Filer’s sole mineral property is the Tulsequah Project, which it acquired on September 29, 2010 (the Tulsequah Project);
in its September 19, 2011 press release, the Filer announced that it had retained Tetra Tech to complete the Feasibility Study with respect to the Tulsequah Chief Deposit at the Tulsequah Project to update the reserve estimate, principal mine design, project execution plan, mill and infrastructure design and financial modelling;
in its October 16, 2012 press release, the Filer announced that it had appointed a feasibility optimization team (the Optimization Team) led by JDS Energy and Mining Inc. (JDS) and including Tetra Tech among others, with a plan to complete the Feasibility Study by the end of 2012;
on December 12, 2012, the Filer issued a press release announcing the results of the Feasibility Study (the Press Release);
the Optimization Team has notified the Filer that the completed Feasibility Study will be filed on SEDAR as soon as practicable, but in any event, not later January 26, 2013;
the Filer will be unable to file the Feasibility Study at the time the AIF is filed, which will be no later than December 29, 2012;
the Optimization Team has notified the Filer that the final Feasibility Study cannot be completed by December 29, 2012 for various logistical reasons;
the Filer believes that in order to provide up-to-date, full true and plain disclosure, it is necessary that the information in the Feasibility Study form the basis of the mineral property disclosure in its upcoming AIF. Accordingly, the Filer’s AIF will reflect the results of Feasibility Study and the related supporting disclosure contained in the Press Release. The AIF will not, however, contain the full updated scientific and technical disclosure supporting such estimate, since such disclosure will only become available once the Feasibility Study is complete in January 2013;
under paragraph 4.2(1)(j) and subsection 4.2(5) of NI 43-101, the Filer would have 45 days following the issuance of the Press Release to file the supporting completed Feasibility Study. Under paragraph 4.2(1)(f) and subsection 4.2(4) of NI 43-101, this 45-day period would be truncated when the Filer files its AIF on or before December 29, 2012;
the AIF will contain the following statement (the Cautionary Language) in close proximity to the information regarding the Feasibility Study:
“Certain technical disclosure in this annual information form relating to the mineral resource and mineral reserve estimate for the Tulsequah Project and the disclosure supporting such estimate, including quality assurance/quality control disclosure, has not been supported by a technical report prepared in accordance with NI 43-101. The technical report is being prepared by qualified persons as defined in NI 43-101 and it will be available on the SEDAR website located at www.sedar.com under the Corporation’s profile on or before January 26, 2013. Readers are advised to refer to that technical report when it is filed.”;
the Filer has no reason to believe that the information in the Feasibility Study will be materially different from the information disclosed in the AIF; and
the Filer will revise its AIF to give effect to the completed Feasibility Study (the Revised AIF) and the Filer will file the Revised AIF on SEDAR within five business days of filing the Feasibility Study on SEDAR.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, provided that:
(a) the AIF includes the Cautionary Language;
(b) the Filer files the Feasibility Study as soon as practicable but, in any event, not later than January 26, 2013; and
(c) the Filer files the Revised AIF within five business days of filing the Feasibility Study.
“Jo-Anne Matear”
___________________
Jo-Anne Matear
Manager, Corporate Finance
Ontario Securities Commission